Item 16. Form 10-K Summary

None.

​

SIGNATURES

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 March 1, 2022.

	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/ Frank J. Del Rio
	Name:	Frank J. Del Rio
	Title:	President and Chief Executive Officer

​

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank J. Del Rio, Mark A. Kempa, Daniel S. Farkas and Faye L. Ashby, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Frank J. Del Rio		Director, President and Chief Executive Officer		March 1, 2022
Frank J. Del Rio		(Principal Executive Officer)
/s/ Mark A. Kempa		Executive Vice President and Chief Financial Officer		March 1, 2022
Mark A. Kempa		(Principal Financial Officer)
/s/ Faye L. Ashby		Senior Vice President and Chief Accounting Officer		March 1, 2022
Faye L. Ashby		(Principal Accounting Officer)
/s/ Adam M. Aron		Director		March 1, 2022
Adam M. Aron
/s/ Harry C. Curtis		Director		March 1, 2022
Harry C. Curtis
/s/ David M. Abrams		Director		March 1, 2022
David M. Abrams
/s/ Stella David		Director		March 1, 2022
Stella David
/s/ Russell W. Galbut		Director		March 1, 2022
Russell W. Galbut
/s/ Mary E. Landry		Director		March 1, 2022
Mary E. Landry
​	​	​	​	​
​	​	​	​	​
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​

Norwegian Cruise Line Holdings Ltd.

Schedule II Valuation and Qualifying Accounts (in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Additions					​	​	​	​	​	​
​		​	​		Charged to			​			​	​		​	​
​		Balance		​	costs and		​	Charged to		​	​	​	​	Balance
Description	​	12/31/18			expenses			other accounts		​	Deductions (a)			12/31/19
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	41,924	​	$	—	​	$	—	​	$	(36,077)	​	$	5,847

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		Charged to			Charged to			​	​		​	​
​		Balance		​	costs and		​	other		​	​	​	​	Balance
Description	​	12/31/19			expenses			accounts (b)		​	Deductions (a)			12/31/20
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	5,847	​	$	—	​	$	38,150	​	$	(1,121)	​	$	42,876

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		Charged to			Charged to			​	​		​	​
​	​	Balance		​	costs and		​	other		​	​	​	​	Balance
Description		12/31/20			expenses			accounts (b)		​	Deductions (a)			12/31/21
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	42,876	​	$	—	​	$	45,163	​	$	(190)	​	$	87,849

	(a)	Amount relates to (i) utilization of deferred tax assets, (ii) revaluation of deferred tax assets from their functional currency to U.S. dollars and (iii) reversal of valuation allowances.

	(b)	Amount relates to a valuation allowance on net U.S. deferred tax assets.

​

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	F-1
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019	F-5
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019	F-7
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019	F-8
Notes to the Consolidated Financial Statements	F-9

​

​

​

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Norwegian Cruise Line Holdings Ltd.

​

Opinions on the Financial Statements and Internal Control over Financial Reporting

​

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

​

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

​

Change in Accounting Principle

​

As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2021.

​

Basis for Opinions

​

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

​

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

​

F-1

Emphasis of Matter

​

As discussed in Note 2 to the consolidated financial statements, the ongoing effects of COVID-19 on the Company's operations and global bookings have had, and will continue to have, a significant impact on the Company’s financial results and liquidity. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 2.

​

Definition and Limitations of Internal Control over Financial Reporting

​

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

​

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​

Critical Audit Matters

​

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

​

Liquidity - Impact of COVID-19

​

As described in Note 2 to the consolidated financial statements, due to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, management implemented a voluntary suspension of all cruise voyages across its three brands. Significant events affecting travel, including COVID-19, typically have an impact on demand for cruise vacations, with the full extent of the impact determined by the length of time the event influences travel decisions. Management believes the ongoing effects of COVID-19 on the Company’s operations and global bookings have had, and will continue to have, a significant impact on the Company’s financial results and liquidity, and such negative impact may continue well beyond the containment of the pandemic. In the third quarter of 2021, the Company began a phased relaunch of certain cruise voyages with the Company’s 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 cruises for certain vessels. The timing for returning ships to service, the level of occupancy on the Company’s ships and the percentage of the Company’s fleet in service will depend on a number of factors including, but not limited to, the duration and extent of the COVID-19 pandemic, further resurgences and new more contagious and/or vaccine-resistant variants of COVID-19, the availability, distribution, rate of public acceptance and efficacy of vaccines and therapeutics for COVID-19, the Company’s ability to comply with governmental regulations and implement new health and safety protocols, port availability, travel restrictions, bans and advisories and the Company’s ability to re-staff certain ships. Management has taken actions to

F-2

improve the Company’s liquidity, including completing various capital market transactions and making capital expenditure and operating expense reductions, and management expects to continue to pursue other opportunities to improve the Company’s liquidity and to refinance the Company’s debt to reduce interest expense and extend maturities. The estimation of management’s future cash flow projections includes numerous assumptions that are subject to various risks and uncertainties. Management’s principal assumptions for future cash flow projections include: (i) the expected gradual phased return to service at reduced occupancy levels, increasing over time until the Company reaches historical occupancy levels; (ii) the expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue; (iii) the forecasted cash collections in accordance with the terms of the Company’s credit card processing agreements; and (iv) the expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols. Based on these actions and assumptions regarding the impact of COVID-19, and considering the Company’s available liquidity of $2.7 billion, including cash and cash equivalents, short-term investments and the Company’s $1 billion undrawn commitment as of December 31, 2021, management has concluded that the Company has sufficient liquidity to satisfy its obligations for at least the next twelve months from the issuance of the financial statements.

​

The principal considerations for our determination that performing procedures relating to the impact of COVID-19 on the Company’s liquidity is a critical audit matter are the significant judgment by management when developing the estimate of future liquidity requirements; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s estimate of future liquidity requirements and assumptions related to (i) the expected gradual phased return to service at reduced occupancy levels; (ii) the expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue; (iii) the forecasted cash collections in accordance with the terms of the Company’s credit card processing agreements; and (iv) the expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols.

​

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of future liquidity requirements. These procedures also included, among others (i) testing management’s process for estimating future liquidity requirements for the twelve months after the date the financial statements are issued; (ii) testing the completeness and accuracy of underlying data used in the estimate; (iii) evaluating the reasonableness of the significant assumptions used by management related to the expected gradual phased return to service at reduced occupancy levels, the expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue, the forecasted cash collections in accordance with the terms of the Company’s credit card processing agreements, and the expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols; and (iv) evaluating management’s estimate of future liquidity requirements and their disclosure in the consolidated financial statements regarding having sufficient liquidity to satisfy the Company’s obligations for the twelve months after the financial statements are issued. Evaluating management’s assumptions related to the expected gradual phased return to service at reduced occupancy levels, the expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue, the forecasted cash collections in accordance with the terms of the Company’s credit card processing agreements, and the expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols, involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

​

/s/ PricewaterhouseCoopers LLP

Hallandale Beach, Florida

March 1, 2022

We have served as the Company’s auditor since at least 1988. We have not been able to determine the specific year we began serving as auditor of the Company.

​

​

F-3

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(in thousands, except share and per share data)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Revenue		​			​			​
Passenger ticket	​	$	392,752	​	$	867,110	​	$	4,517,393
Onboard and other	​		255,234	​		412,798	​		1,944,983
Total revenue	​		647,986	​		1,279,908	​		6,462,376
Cruise operating expense	​			​			​
Commissions, transportation and other	​		143,524	​		380,710	​		1,120,886
Onboard and other	​		54,037	​		85,678	​		394,673
Payroll and related	​		537,439	​		521,301	​		924,157
Fuel	​		301,852	​		264,712	​		409,602
Food	​		62,999	​		65,369	​		222,602
Other	​		508,186	​		375,291	​		591,341
Total cruise operating expense	​		1,608,037	​		1,693,061	​		3,663,261
Other operating expense	​			​			​
Marketing, general and administrative	​		891,452	​		745,345	​		974,850
Depreciation and amortization	​		700,845	​		717,840	​		646,188
Impairment loss	​	​	—	​	​	1,607,797	​	​	—
Total other operating expense	​		1,592,297	​		3,070,982	​		1,621,038
Operating income (loss)	​		(2,552,348)	​		(3,484,135)	​		1,178,077
Non-operating income (expense)	​			​			​
Interest expense, net	​		(2,072,925)	​		(482,313)	​		(272,867)
Other income (expense), net	​		123,953	​		(33,599)	​		6,155
Total non-operating income (expense)	​		(1,948,972)	​		(515,912)	​		(266,712)
Net income (loss) before income taxes	​		(4,501,320)	​		(4,000,047)	​		911,365
Income tax benefit (expense)	​		(5,267)	​		(12,467)	​		18,863
Net income (loss)	​	$	(4,506,587)	​	$	(4,012,514)	​	$	930,228
Weighted-average shares outstanding	​			​			​
Basic	​		365,449,967	​		254,728,932	​		214,929,977
Diluted	​		365,449,967	​		254,728,932	​		216,475,076
Earnings (loss) per share	​			​			​
Basic	​	$	(12.33)	​	$	(15.75)	​	$	4.33
Diluted	​	$	(12.33)	​	$	(15.75)	​	$	4.30

​

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

​

F-4

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Net income (loss)	​	$	(4,506,587)	​	$	(4,012,514)	​	$	930,228
Other comprehensive income (loss):	​			​			​
Shipboard Retirement Plan	​		393	​		345	​		(1,930)
Cash flow hedges:	​		​	​		​	​		​
Net unrealized loss	​		(110,379)	​		(51,642)	​		(123,015)
Amount realized and reclassified into earnings	​		65,017	​		106,670	​		(8,898)
Total other comprehensive income (loss)	​		(44,969)	​		55,373	​		(133,843)
Total comprehensive income (loss)	​	$	(4,551,556)	​	$	(3,957,141)	​	$	796,385

​

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

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F-5

Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(in thousands, except share data)

​

​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	1,506,647	​	$	3,300,482
Short-term investments	​	​	240,000	​	​	—
Accounts receivable, net	​		1,167,473	​		20,578
Inventories	​		118,205	​		82,381
Prepaid expenses and other assets	​		269,243	​		154,103
Total current assets	​		3,301,568	​		3,557,544
Property and equipment, net	​		13,528,806	​		13,411,226
Goodwill	​		98,134	​		98,134
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,300,804	​		831,888
Total assets	​	$	18,729,837	​	$	18,399,317
Liabilities and shareholders’ equity	​			​
Current liabilities:	​			​
Current portion of long-term debt	​	$	876,890	​	$	124,885
Accounts payable	​		233,172	​		83,136
Accrued expenses and other liabilities	​		1,059,034	​		596,056
Advance ticket sales	​		1,561,336	​		1,109,826
Total current liabilities	​		3,730,432	​		1,913,903
Long-term debt	​		11,569,700	​		11,681,234
Other long-term liabilities	​		997,055	​		450,075
Total liabilities	​		16,297,187	​		14,045,212
Commitments and contingencies (Note 13)	​			​
Shareholders’ equity:	​			​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized and 416,891,915 shares issued and outstanding at December 31, 2021 and 490,000,000 shares authorized and 315,636,032 shares issued and outstanding at December 31, 2020	​		417	​		316
Additional paid-in capital	​		7,513,725	​		4,889,355
Accumulated other comprehensive income (loss)	​		(285,086)	​		(240,117)
Retained earnings (deficit)	​		(4,796,406)	​		(295,449)
Total shareholders’ equity	​		2,432,650	​		4,354,105
Total liabilities and shareholders’ equity	​	$	18,729,837	​	$	18,399,317

​

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

​

F-6

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Cash flows from operating activities		​			​			​
Net income (loss)	​	$	(4,506,587)	​	$	(4,012,514)	​	$	930,228
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	​			​			​
Depreciation and amortization expense	​		758,604	​		739,619	​		647,102
Impairment loss	​	​	—	​	​	1,607,797	​	​	—
Deferred income taxes, net	​		78	​		12,765	​		(26,134)
Gain on derivatives	​	​	(39,842)	​	​	(8,501)	​	​	—
Loss on extinguishment of debt	​		1,399,816	​		10,480	​		13,397
Provision for bad debts and inventory obsolescence	​		19,284	​		31,756	​		3,884
Gain on involuntary conversion of assets	​	​	(9,486)	​	​	(1,496)	​	​	(4,152)
Share-based compensation expense	​		124,077	​		111,297	​		95,055
Payment-in-kind interest premium	​	​	—	​	​	19,349	​	​	—
Net foreign currency adjustments	​		(9,865)	​		8,584	​		(1,934)
Changes in operating assets and liabilities:	​		​	​		​	​		​
Accounts receivable, net	​		(1,159,998)	​		30,797	​		(14,104)
Inventories	​		(37,481)	​		10,555	​		(6,155)
Prepaid expenses and other assets	​		24,004	​		(89,528)	​		(74,295)
Accounts payable	​		152,026	​		(21,419)	​		(58,635)
Accrued expenses and other liabilities	​		295,451	​		(193,938)	​		(29,028)
Advance ticket sales	​		521,910	​		(811,846)	​		347,376
Net cash provided by (used in) operating activities	​		(2,468,009)	​		(2,556,243)	​		1,822,605
Cash flows from investing activities	​			​			​
Additions to property and equipment, net	​		(752,843)	​		(946,545)	​		(1,637,170)
Purchases of short-term investments	​	​	(1,010,000)	​	​	—	​	​	—
Proceeds from maturities of short-term investments	​	​	770,000	​	​	—	​	​	—
Cash paid on settlement of derivatives	​	​	(23,496)	​	​	(31,520)	​	​	(47,085)
Other	​	​	12,295	​	​	2,703	​	​	4,063
Net cash used in investing activities	​		(1,004,044)	​		(975,362)	​		(1,680,192)
Cash flows from financing activities	​			​			​
Repayments of long-term debt	​		(2,113,063)	​		(892,481)	​		(3,806,732)
Proceeds from long-term debt	​		2,601,317	​		6,075,090	​		4,122,297
Common share issuance proceeds, net	​	​	2,665,843	​	​	1,541,708	​	​	—
Proceeds from employee related plans	​		3,141	​		5,557	​		31,937
Net share settlement of restricted share units	​		(16,687)	​		(15,407)	​		(20,939)
Purchases of treasury shares	​		—	​		—	​		(349,860)
Early redemption premium	​		(1,354,882)	​		(1,376)	​		(6,829)
Deferred financing fees	​		(107,451)	​		(133,880)	​		(23,262)
Net cash provided by (used in) financing activities	​		1,678,218	​		6,579,211	​		(53,388)
Net increase (decrease) in cash and cash equivalents	​		(1,793,835)	​		3,047,606	​		89,025
Cash and cash equivalents at beginning of period	​		3,300,482	​		252,876	​		163,851
Cash and cash equivalents at end of period	​	$	1,506,647	​	$	3,300,482	​	$	252,876

​

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

​

F-7

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Accumulated			​	​		​	​		​	​
​	​	​	​	​	Additional		​	Other		​	Retained		​	​	​	​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Earnings		​	Treasury		​	Shareholders’
​	​	Shares			Capital			Income (Loss)			(Deficit)			Shares		​	Equity
Balance, December 31, 2018	​	$	235	​	$	4,129,639	​	$	(161,647)	​	$	2,898,840	​	$	(904,066)	​	$	5,963,001
Share-based compensation	​	​	—	​	​	95,055	​	​	—	​	​	—	​	​	—	​	​	95,055
Issuance of shares under employee related plans	​	​	2	​	​	31,935	​	​	—	​	​	—	​	​	—	​	​	31,937
Treasury shares	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(349,860)	​	​	(349,860)
Net share settlement of restricted share units	​	​	—	​	​	(20,939)	​	​	—	​	​	—	​	​	—	​	​	(20,939)
Other comprehensive loss, net	​	​	—	​	​	—	​	​	(133,843)	​	​	—	​	​	—	​	​	(133,843)
Net income	​	​	—	​	​	—	​	​	—	​	​	930,228	​	​	—	​	​	930,228
Balance, December 31, 2019	​	​	237	​	​	4,235,690	​	​	(295,490)	​	​	3,829,068	​	​	(1,253,926)	​	​	6,515,579
Share-based compensation	​	​	—	​	​	111,297	​	​	—	​	​	—	​	​	—	​	​	111,297
Issuance of shares under employee related plans	​	​	2	​	​	5,555	​	​	—	​	​	—	​	​	—	​	​	5,557
Common share issuance proceeds, net	​	​	77	​	​	401,631	​	​	—	​	​	(113,926)	​	​	1,253,926	​	​	1,541,708
Net share settlement of restricted share units	​	​	—	​	​	(15,407)	​	​	—	​	​	—	​	​	—	​	​	(15,407)
Cumulative change in accounting policy	​	​	—	​	​	—	​	​	—	​	​	1,923	​	​	—	​	​	1,923
Beneficial conversion feature	​	​	—	​	​	131,240	​	​	—	​	​	—	​	​	—	​	​	131,240
Payment-in-kind premium	​	​	—	​	​	19,349	​	​	—	​	​	—	​	​	—	​	​	19,349
Other comprehensive loss, net	​	​	—	​	​	—	​	​	55,373	​	​	—	​	​	—	​	​	55,373
Net income	​	​	—	​	​	—	​	​	—	​	​	(4,012,514)	​	​	—	​	​	(4,012,514)
Balance, December 31, 2020	​	​	316	​	​	4,889,355	​	​	(240,117)	​	​	(295,449)	​	​	—	​	​	4,354,105
Share-based compensation	​	​	—	​	​	124,077	​	​	—	​	​	—	​	​	—	​	​	124,077
Issuance of shares under employee related plans	​	​	—	​	​	3,141	​	​	—	​	​	—	​	​	—	​	​	3,141
Common share issuance proceeds, net	​	​	101	​	​	2,665,434	​	​	—	​	​	—	​	​	—	​	​	2,665,535
Net share settlement of restricted share units	​	​	—	​	​	(16,687)	​	​	—	​	​	—	​	​	—	​	​	(16,687)
Cumulative change in accounting policy	​	​	—	​	​	(131,240)	​	​	—	​	​	5,630	​	​	—	​	​	(125,610)
Other	​	​	—	​	​	(20,355)	​	​	—	​	​	—	​	​	—	​	​	(20,355)
Other comprehensive income, net	​	​	—	​	​	—	​	​	(44,969)	​	​	—	​	​	—	​	​	(44,969)
Net loss	​	​	—	​	​	—	​	​	—	​	​	(4,506,587)	​	​	—	​	​	(4,506,587)
Balance, December 31, 2021	​	$	417	​	$	7,513,725	​	$	(285,086)	​	$	(4,796,406)	​	$	—	​	$	2,432,650

​

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

​

F-8

Norwegian Cruise Line Holdings Ltd.

Notes to the Consolidated Financial Statements

1.	Description of Business

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of December 31, 2021, we had 28 ships with approximately 59,150 Berths and had orders for nine additional ships to be delivered through 2027. 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. We refer you to Note 2 – “Summary of Significant Accounting Policies” for further information.

We have six Prima Class Ships on order with expected delivery dates from 2022 through 2027. We have one Explorer Class Ship on order for delivery in 2023. We have two Allura Class Ships on order for delivery in 2023 and 2025. The addition of these nine ships to our fleet will increase our total Berths to approximately 83,000, which includes additional Berths we plan to add to our Prima Class Ships, subject to certain conditions. The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed) have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

​

2.	Summary of Significant Accounting Policies

Liquidity and Management’s Plan

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 its three brands. Significant events affecting travel, including COVID-19, typically have an impact on demand for cruise vacations, with the full extent of the impact determined by the length of time the event influences travel decisions. We believe the ongoing effects of COVID-19 on our operations and global bookings have had, and will continue to have, a significant impact on our financial results and liquidity, and such negative impact may continue well beyond the containment of the pandemic.

In the third quarter of 2021, we began a phased relaunch of certain cruise voyages with our 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 cruises for certain vessels. Nonetheless, the Company continues to execute on the phased relaunch plans for its 28-ship fleet. As of March 1, 2022, 16 of our ships were operating with guests on board as part of our phased return to service. The Company expects to have approximately 85% of capacity operating by March 31, 2022 with the full fleet expected to be back in operation during the early part of the second quarter of 2022. The timing for returning ships to 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, further resurgences and new more contagious and/or vaccine-resistant variants of COVID-19, the availability, distribution, rate of public acceptance and efficacy of vaccines and therapeutics for COVID-19, our ability to comply with governmental regulations and implement new health and safety protocols, port availability, travel restrictions, bans and advisories and our ability to re-staff certain ships.

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

	●	Expected gradual phased return to service at reduced occupancy levels, increasing over time until we reach historical occupancy levels;

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

F-9

	●	Forecasted cash collections in accordance with the terms of our credit card processing agreements (see Note 13 - “Commitments and Contingencies”); and

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

We cannot make assurances that our assumptions used to estimate our liquidity requirements will not change due to the unique and ongoing unpredictable nature of the pandemic, including its magnitude and duration. Accordingly, the full effect of the COVID-19 pandemic on our financial performance and financial condition cannot be quantified at this time. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be material changes to those estimates in future periods. We expect to report a net loss until we are able to resume regular voyages. We have taken actions to improve our liquidity, including completing various capital market transactions and making capital expenditure and operating expense reductions, and we expect to continue to pursue other opportunities to improve our liquidity and to refinance our debt to reduce interest expense and extend maturities.

Based on these actions and assumptions regarding the impact of COVID-19, and considering our available liquidity of $2.7 billion, including cash and cash equivalents, short-term investments and our $1 billion undrawn commitment as of December 31, 2021, we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or less at acquisition.

Short-term Investments

Short-term investments include time deposits with original maturities of greater than three months and up to 12 months, which are stated at cost and present insignificant risk of changes in value.

Accounts Receivable, Net

Accounts receivable are shown net of an allowance for credit losses of $28.7 million and $35.4 million as of December 31, 2021 and 2020, respectively. Accounts receivable, net includes $1.1 billion due from credit card processors as of December 31, 2021, which is expected to be collected within the next 12 months.

Inventories

Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value using the first-in, first-out method of accounting.

Advertising Costs

Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $300.3 million, $216.5 million and $400.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

F-10

Earnings Per Share

Basic earnings per share is computed by dividing net income by the basic weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income by diluted weighted-average shares outstanding.

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Net income (loss)	​	$	(4,506,587)	​	$	(4,012,514)	​	$	930,228
Basic weighted-average shares outstanding	​		365,449,967	​		254,728,932	​		214,929,977
Dilutive effect of share awards	​		—	​		—	​		1,545,099
Diluted weighted-average shares outstanding	​		365,449,967	​		254,728,932	​		216,475,076
Basic earnings (loss) per share	​	$	(12.33)	​	$	(15.75)	​	$	4.33
Diluted earnings (loss) per share	​	$	(12.33)	​	$	(15.75)	​	$	4.30

​

For the years ended December 31, 2021, 2020 and 2019, a total of 102.1 million, 80.0 million and 4.0 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Property and Equipment, Net

Property and equipment are recorded at cost. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the ship or ship components, we consider the impact of the historical useful lives of similar assets, manufacturer recommended lives and anticipated changes in technological conditions.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 15% reduction for the estimated residual values of ships as follows:

​

​	​	​
​		Useful Life
Ships		30 years
Computer hardware and software		3‑10 years
Other property and equipment		3‑40 years
Leasehold improvements		Shorter of lease term or asset life
Ship improvements		Shorter of asset life or life of the ship

​

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

F-11

Goodwill and Trade Names

Goodwill represents the excess of cost over the estimated fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on December 31 or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. We use the qualitative assessment which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair value of a reporting unit is less than its carrying value. For trade names we also provide a qualitative assessment to determine if there is any indication of impairment.

In order to make this evaluation, we consider the following circumstances as well as others:

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

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

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

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

	●	Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and

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

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

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

For our annual impairment evaluation, we performed a 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. As of December 31, 2021, our annual review supports the carrying value of these assets.

Revenue and Expense Recognition

Deposits on advance ticket sales are deferred when received and are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. All associated direct costs of a voyage are recognized as incurred in cruise operating expenses.

​

F-12

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions.

Revenues by destination consisted of the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
North America	​	$	424,377	​	$	960,258	​	$	3,807,576
Europe	​		211,767	​		27,602	​		1,666,751
Asia-Pacific	​		6,186	​		152,976	​		500,842
Other	​		5,656	​		139,072	​		487,207
Total revenue	​	$	647,986	​	$	1,279,908	​	$	6,462,376

​

Segment Reporting

We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent, constitutes a business for which discrete financial information is available and management regularly reviews the brand level operating results and, therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment.

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations in the U.S. Revenue attributable to U.S.-sourced guests was 87%, 83% and 81% for the years ended December 31, 2021, 2020 and 2019, respectively. No other individual country’s revenues exceeded 10% in any of our last three years.

Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had 19 ships with Bahamas registry with a carrying value of $9.7 billion as of December 31, 2021 and $9.9 billion as of December 31, 2020. We had eight ships with Marshall Island registry with a carrying value of $2.3 billion as of December 31, 2021 and $2.4 billion as of December 31, 2020. We also had one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2021 and 2020.

Debt Issuance Costs

Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance costs are amortized over the life of the loan. The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations it is included in interest expense, net.

Payment-in-Kind Interest

Payment-in-kind interest is recognized at the stated rate. On the contractual interest payment date, the related par value is recognized at its fair value with any difference between the carrying amount of the accrued interest and the fair value of the new debt recognized as an adjustment in interest expense, net. To the extent that the new debt is issued at a substantial premium, the premium will be recognized as additional paid-in capital. As of December 31, 2020, we had recognized a $19.3 million premium for payment-in-kind interest. As a result of the extinguishment of the related notes, we derecognized the amounts recorded as additional paid-in capital in 2021.

F-13

Foreign Currency

The majority of our transactions are settled in U.S. dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in other income (expense), net at each balance sheet date. We recognized a gain of $20.6 million, a loss of $15.9 million and a loss of $7.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Derivative Instruments and Hedging Activity

We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes the correlation between fluctuations in the fair value of the hedged item and the fair value of the related derivative instrument and its effectiveness as a hedge. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties.

A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge or is no longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective fuel hedges are recognized in fuel expense. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged.

Concentrations of Credit Risk

We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our undrawn commitment and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties.

Insurance

We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded.

Income Taxes

Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted.

We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in our consolidated statements of operations.

F-14

Share-Based Compensation

We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”

Recently Issued Accounting Guidance

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of December 31, 2021, we have not adopted any expedients and exceptions under ASU 2020-04. We will continue to evaluate the impact of ASU 2020-04 on our consolidated financial statements.

​

3.	Revenue and Expense from Contracts with Customers

Nature of Goods and Services

We offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and port fees and taxes. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, free internet, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages. Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well as port fees and taxes.

During the voyage, we generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverage, gift shop purchases, spa services, photo services, Wi-Fi services and other similar items. Food and beverage, casino operations, photo services and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are bundled and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and other revenue based upon the relative standalone selling prices of those goods and services.

Timing of Satisfaction of Performance Obligations and Significant Payment Terms

The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due between 120 days and 180 days before the voyage; however, the Company has modified its final payment schedule for most voyages on Regent Seven Seas Cruises through July 31, 2022, for certain voyages on Oceania Cruises through June 30, 2022 and for all voyages on Norwegian Cruise Line through April 30, 2022, which requires payment 60 days prior to embarkation. Deposits on advance ticket sales are deferred when received and include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation. Historically, the inception of substantive cancellation penalties generally coincided with the dates that final payment is due, and penalties generally increased as the voyage sail date approaches. In 2020, the Company’s brands launched cancellation policies to permit its guests to cancel cruises booked

F-15

within certain windows for specified time periods which are not part of the Company’s temporary suspension of voyages up to 15 days or 48 hours prior to departure depending on the brand. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation.

Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. Onboard goods and services rendered may be paid at disembarkation. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period.

Cruises that are reserved under full ship charter agreements are subject to the payment terms of the specific agreement and may be either cancelable or non-cancelable. Deposits received on charter voyages are deferred when received and included in advance ticket sales. Deferred amounts are subsequently recognized as revenue ratably over the voyage sailing dates.

Contract Balances

Contract liabilities represent the Company’s obligation to transfer goods and services to a customer. A customer deposit held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the customer and is usually recognized in earnings within 180 days of becoming a contract. Other deposits held and included within advance ticket sales or other long-term liabilities are not considered contract liabilities as they are largely cancelable and refundable. Additionally, future cruise credits are not considered contract liabilities. Our contract liabilities are included within advance ticket sales. As of December 31, 2021, our contract liabilities were $161.8 million. Of the amounts included within advance ticket sales, the vast majority of deposits held were refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. Refunds payable to guests are included in accounts payable. As of December 31, 2020, our contract liabilities were $23.1 million. Approximately $2.2 million of the December 31, 2020 contract liability balance has been recognized in revenue for the year ended December 31, 2021. The revenue recognized in the years ended December 31, 2020 and 2019 that was included in contract liabilities as of the beginning of each respective period was $0.9 billion and $1.2 billion, respectively.

Our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages will be phased in gradually as described under “—Liquidity and Management’s Plan” above. As a result of our return to service, there has been an increase in the contract liability balance as of December 31, 2021.

Practical Expedients and Exemptions

We do not disclose information about remaining performance obligations that have original expected durations of one year or less. We recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date. Variable consideration, which will be determined based on a future rate and passenger count, is excluded from the disclosure and these amounts are not material. These variable non-disclosed contractual amounts relate to non-cancelable charter agreements and a leasing arrangement with a certain port, both of which are long-term in nature. Amounts that are fixed in nature due to the application of minimum guarantees are also not material and are not disclosed.

Contract Costs

Management generally expects that incremental commissions and credit card fees paid as a result of obtaining ticket contracts are recoverable; therefore, we recognize these amounts as assets when they are paid prior to the voyage. Costs of air tickets, port taxes and other fees that fulfill future performance obligations are also considered recoverable and are recorded as assets. Costs incurred to obtain customers were $97.8 million and $41.3 million as of December 31, 2021 and 2020, respectively. Costs to fulfill contracts with customers were $17.4 million and $5.5 million as of December 31, 2021 and 2020, respectively. Both costs to obtain and fulfill contracts with customers are recognized within prepaid expenses and other assets. Incremental commissions, credit card fees, air ticket costs, and port taxes and

F-16

fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in commissions, transportation and other expense.

​

For cruise vacations that had been cancelled by us due to COVID-19, approximately $36.3 million and $171.5 million in costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card fees, were recognized in earnings during the year ended December 31, 2021 and 2020, respectively.

​

4.	Goodwill and Trade Names

Goodwill and trade names are not subject to amortization. As of December 31, 2021 and 2020, the carrying values were $98.1 million for goodwill and $500.5 million for trade names. We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable. The changes in the carrying amount of goodwill for each reporting unit are as follows (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Norwegian		​	​		​	Regent		​	​
​	​	Cruise		​	Oceania		​	Seven Seas		​	Total
​	​	Line			Cruises			Cruises			Goodwill
Accumulated impairment loss		$	(403,805)		$	(523,026)		$	(363,966)		$	(1,290,797)
Balance, December 31, 2020	​	​	—	​	​	—	​	​	98,134	​	​	98,134
Impairment loss	​	​	—	​	​	—	​	​	—	​	​	—
Balance, December 31, 2021	​	$	—	​	$	—	​	$	98,134	​	$	98,134

​

For the year ended December 31, 2020, we also impaired our trade names for Oceania Cruises and Regent Seven Seas Cruises by $170.0 million and $147.0 million, respectively. Following these impairments, the carrying value of our trade names was $500.5 million, which consists of $207.5 million for Norwegian Cruise Line, $140.0 million for Oceania Cruises and $153.0 million for Regent Seven Seas Cruises.

​

​

​

5. Leases

Nature of Leases

We have finance leases for certain ship equipment and a corporate office. We have operating leases primarily for port facilities and also corporate offices, warehouses, and certain equipment. Many of our leases include both lease and non-lease components. We have adopted the practical expedient which allows us to combine lease and non-lease components by class of asset. We have applied this expedient for office leases, port facilities, and certain equipment.

The components of lease expense were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​		Year Ended			Year Ended			Year Ended
​		December 31, 2021			December 31, 2020			December 31, 2019
Operating lease expense	​	$	17,534	​	$	19,406	​	$	31,596
Variable lease expense	​	​	12,414	​	​	9,705	​	​	14,284
Short-term lease expense	​	​	6,421	​	​	11,076	​	​	50,832
Finance lease cost:	​	​	​	​	​	​	​	​	​
Amortization of right-of-use assets	​	​	1,428	​	​	1,924	​	​	1,765
Interest on lease liabilities	​	​	793	​	​	1,072	​	​	1,239

​

​

​

​

​

​

​

F-17

Lease balances were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​
​		Balance Sheet location		December 31, 2021		​	December 31, 2020
Operating leases				​		​	​
Right-of-use assets		Other long-term assets	​	$	794,187	​	$	209,037
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	34,407	​	​	17,700
Non-current operating lease liabilities		Other long-term liabilities	​	​	670,688	​	​	185,414
​	​	​	​	​	​	​	​	​
Finance leases			​	​	​	​	​	​
Right-of-use assets		Property and equipment, net	​	​	9,820	​	​	11,948
Current finance lease liabilities		Current portion of long-term debt	​	​	3,866	​	​	5,143
Non-current finance lease liabilities		Long-term debt	​	​	1,847	​	​	4,648

​

Supplemental cash flow and non-cash information related to leases was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​		Year Ended			Year Ended			Year Ended
​		December 31, 2021			December 31, 2020			December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​	​	​	​
Operating cash outflows from operating leases	​	$	31,385	​	$	70,555	​	$	75,539
Operating cash outflows from finance leases	​	​	579	​	​	898	​	​	1,051
Financing cash outflows from finance leases	​	​	4,315	​	​	4,078	​	​	2,826
​	​	​	​	​	​	​	​	​	​
Right-of-use assets obtained in exchange for lease obligations:	​	​	​	​	​	​	​	​	​
Operating leases	​	​	506,761	​	​	823	​	​	24,834
Finance leases	​	​	265	​	​	—	​	​	705

​

The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2021 was primarily for port facilities.

​

Other supplemental information related to leases was as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended			Year Ended			Year Ended
​	​	December 31, 2021			December 31, 2020			December 31, 2019
Weighted average remaining lease term (years) - operating leases	​		24.28	​		7.36	​		8.30	​
Weighted average remaining lease term (years) - finance leases	​		2.37	​	​	2.89	​	​	3.65	​
Weighted average discount rate - operating leases	​	​	5.41	%	​	3.96	%	​	3.76	%
Weighted average discount rate - finance leases	​	​	7.36	%	​	7.75	%	​	7.47	%

​

​

​

​

​

​

​

​

​

​

​

​

F-18

As of December 31, 2021, maturities of lease liabilities were as follows (in thousands):

​

​	​	​	​	​	​	​	​
​	​	Operating		​	Finance
​		leases			leases
2022	​	$	46,179	​	$	4,096	​
2023	​		61,675	​		753	​
2024	​		65,727	​		630	​
2025	​		66,773	​		544	​
2026	​		66,226	​		38	​
Thereafter	​		1,031,088	​		—	​
Total	​		1,337,668	​	​	6,061	​
Less: Present value discount	​		(632,573)	​	​	(348)	​
Present value of lease liabilities	​	$	705,095	​	$	5,713	​

​

Sales-Type Lease

We have one sales-type lease for constructed land-based transportation equipment and infrastructure. The term of the lease is 20 years. At the end of the lease term, the assets shall be conveyed to the lessee. As of December 31, 2021, the lease receivable is $43.5 million and is recognized within accounts receivable, net and other long-term assets. The maturities of the lease receivable as of December 31, 2021 were as follows (in thousands):

​	​	​	​
​	​	Sales-type
​		lease
2022	​	$	3,916
2023	​		4,563
2024	​		4,682
2025	​		4,799
2026	​		2,947
Thereafter	​		22,595
Total	​	$	43,502

​

Significant Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected

Our leases contain both fixed and variable payments. Fixed payments and variable lease payments that depend on a rate or index are included in the calculation of the right-of-use asset. Other variable payments are excluded from the calculation unless there is an unavoidable fixed minimum cost related to those payments such as a minimum annual guarantee. Our lease assets are amortized on a straight-line basis except for our rights to use port facilities. The expenses related to port facilities are amortized based on passenger counts as this basis represents the pattern in which the economic benefit is derived from the right to use the underlying asset.

For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on the number of days on which we have the right to use a specified asset. We have adopted the practical expedient to exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements that are short-term are disclosed below and include both fixed and variable payments.

Certain leases include one or more options to extend or terminate and are primarily in five-year increments. Lease extensions and terminations, including auto-renewing lease terms, were only included in the calculation of the right-of-use asset to the extent that the right to renew or terminate was at the option of the lessor only or where there was a more than insignificant penalty for termination.

As our leases do not have a readily determinable implicit rate, we estimated our incremental borrowing rate to determine the net present value of the lease payments at the commencement date. Our incremental borrowing rate was estimated

F-19

based on the rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the asset.

We have also adopted the practical expedient which allows us, by class of asset, to not separate lease and non-lease components when we are the lessor in the underlying transaction, the transactions would otherwise be accounted for under ASC 606–Revenue Recognition and the non-lease components are the predominant components of the agreements. We have applied this practical expedient to transactions with cruise passengers and concession service providers related to the use of our ships. We refer you to Note 3 – “Revenue and Expense from Contracts with Customers.”

Impact of COVID-19

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. The Company has elected to not evaluate leases under the lease modification accounting framework for concessions that result from effects of the COVID-19 pandemic. In relation to our rights to use port facilities, we have elected the approach consistent with resolving a contingency, which allows us to remeasure the lease liability and recognize the amount of change in the lease liability as an adjustment to the carrying amount of the associated right-of-use asset. During the contingency period, we recognized lease expense for these port facilities as incurred.

​

​

​

6.	Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2021								​
​		​	​		​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(240,117)		$	(234,334)	​	$	(5,783)
Current period other comprehensive loss before reclassifications	​		(110,379)	​		(110,379)			—
Amounts reclassified into earnings	​		65,410	​		65,017	(1)		393	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(285,086)	​	$	(279,696)	(3)	$	(5,390)

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2020								​
​		​	​		​	​	​	Change
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period		$	(295,490)		$	(289,362)	​	$	(6,128)
Current period other comprehensive loss before reclassifications			(51,704)			(51,642)			(62)
Amounts reclassified into earnings			107,077			106,670	(1)		407	(2)
Accumulated other comprehensive income (loss) at end of period		$	(240,117)		$	(234,334)	​	$	(5,783)

F-20

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2019								​
​		​	​		​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(161,647)	​	$	(157,449)	​	$	(4,198)
Current period other comprehensive loss before reclassifications	​		(125,323)	​		(123,015)			(2,308)
Amounts reclassified into earnings	​		(8,520)	​		(8,898)	(1)		378	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(295,490)	​	$	(289,362)		$	(6,128)

(1)	We refer you to Note 10 – “Fair Value Measurements and Derivatives” in these notes to consolidated financial statements for the affected line items in the consolidated statements of operations.

(2)	Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.

(3)	Includes $18.3 million of gain expected to be reclassified into earnings in the next 12 months.

​

7.	Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

​

​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020
Ships	​	$	14,488,539	​	$	14,528,133
Ship improvements	​		2,444,910	​		2,109,015
Ships under construction	​		833,973	​		376,062
Land and land improvements	​		58,370	​		58,370
Other	​		767,819	​		765,739
​	​		18,593,611	​		17,837,319
Less: accumulated depreciation	​		(5,064,805)	​		(4,426,093)
Property and equipment, net	​	$	13,528,806	​	$	13,411,226

​

The Company capitalized approximately $348.0 million of costs associated with ship improvements during the year ended December 31, 2021. Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $690.0 million, $707.9 million and $627.7 million, respectively. Repairs and maintenance expenses including Dry-dock expenses were $199.7 million, $129.9 million and $199.7 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were recorded within other cruise operating expense.

Ships under construction include progress payments to the shipyard, planning and design fees and other associated costs. Capitalized interest costs which were primarily associated with the construction or revitalization of ships amounted to $43.6 million, $25.2 million and $32.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

​

​

F-21

8.	Long-Term Debt

Long-term debt consisted of the following:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Interest Rate			​	​	​	Balance
​	​	December 31,			​	Maturities	​	December 31,
​		2021		2020		Through		2021			2020
​	​	​	​	​	​	​	​	(in thousands)
​	​	​	​	​	​	​	​	​	​	​	​	​
$875.0 million senior secured Revolving Loan Facility	​	2.10	%	1.90	%	2024	​	$	875,000	​	$	875,000
Term Loan A Facility	​	2.07	%	1.93	%	2024	​		1,508,025	​		1,536,417
$400.0 million L. Catterton exchangeable notes (1)	​	—	​	7.00	%	2026	​	​	—	​	​	278,148
$862.5 million 6.000% exchangeable notes	​	6.00	%	6.00	%	2024	​	​	143,193	​	​	834,941
$450.0 million 5.375% exchangeable notes	​	5.38	%	5.38	%	2025	​	​	441,475	​	​	439,390
$1,150.0 million 1.125% exchangeable notes	​	1.13	%	—	​	2027	​	​	1,121,052	​	​	—
$675.0 million 12.25% senior secured notes (2)	​	12.25	%	12.25	%	2024	​	​	427,164	​	​	650,178
$750.0 million 10.25% senior secured notes	​	10.25	%	10.25	%	2026	​	​	481,834	​	​	739,295
$525.0 million 6.125% senior unsecured notes	​	6.13	%	—	​	2028	​	​	518,229	​	​	—
$850.0 million 5.875% senior unsecured notes	​	5.88	%	5.88	%	2026	​		1,409,336	​		837,659
$565.0 million 3.625% senior unsecured notes	​	3.63	%	3.63	%	2024	​	​	561,248	​	​	560,019
$260 million Norwegian Jewel term loan	​	—	​	1.52	%	2022	​	​	—	​	​	221,718
$230 million Pride of America term loan	​	—	​	1.15	%	2022	​		—	​		229,558
€529.8 million Breakaway one loan (3)	​	1.12	%	1.15	%	2026	​		308,585	​		307,529
€529.8 million Breakaway two loan (3)	​	3.47	%	3.90	%	2027	​		344,436	​		343,214
€590.5 million Breakaway three loan (3)	​	2.65	%	2.83	%	2027	​		483,109	​		481,085
€729.9 million Breakaway four loan (3)	​	2.71	%	2.85	%	2029	​		636,868	​		633,699
€710.8 million Seahawk 1 term loan (3)	​	3.44	%	3.69	%	2030	​		699,131	​		695,843
€748.7 million Seahawk 2 term loan (3)	​	3.50	%	3.71	%	2031	​		863,891	​		860,212
Leonardo newbuild one loan	​	2.68	%	2.68	%	2034	​		256,179	​		95,563
Leonardo newbuild two loan	​	2.77	%	2.77	%	2035	​		193,455	​		48,009
Leonardo newbuild three loan	​	1.22	%	1.22	%	2036	​		43,298	​		46,519
Leonardo newbuild four loan	​	1.31	%	1.31	%	2037	​		43,298	​		46,519
Splendor newbuild loan	​	2.88	%	2.97	%	2032	​	​	405,937	​	​	402,177
Explorer newbuild loan	​	3.40	%	3.39	%	2028	​		254,548	​		251,634
Marina newbuild loan	​	1.07	%	1.03	%	2027	​		134,737	​		134,821
Riviera newbuild loan	​	1.01	%	0.96	%	2026	​		202,888	​		203,038
Term loan - newbuild related	​	4.50	%	2.50	%	2022	​	​	68,220	​	​	26,387
Finance lease and license obligations	​	Various		Various		2028	​		21,454	​		27,547
Total debt	​	​	​	​			​	​	12,446,590		​	11,806,119
Less: current portion of long-term debt	​	​	​	​			​	​	(876,890)		​	(124,885)
Total long-term debt	​	​	​	​			​	$	11,569,700	​	$	11,681,234

(1)	Included a discount related to a beneficial conversion feature of $124.5 million as of December 31, 2020.

(2)	Includes an original issue discount of $2.9 million and $5.9 million as of December 31, 2021 and 2020, respectively.

(3)	Currently U.S. dollar-denominated.

​

Credit Facilities

In January 2021, NCLC entered into an amendment agreement (the “First Amendment”), which amends the Amended and Restated Credit Agreement, dated as of May 8, 2020 (the “Fifth ARCA” and, as amended by the First Amendment, the “Senior Secured Credit Facility”). The First Amendment provides that, among other things, (a) amortization payments due between the First Amendment effective date and prior to June 30, 2022 (the “First Amendment Deferral Period”) on the Legacy Term Loan A and Term Loan A-1 held by lenders that have consented to such deferral (the “First Amendment Deferring Lenders”) are deferred and such deferred principal amount constitutes a separate tranche of loans (the “Deferred Term Loan A-1”) and (b) the tranche of loans held by certain lenders (the “Fifth ARCA Deferring

F-22

Lenders”) on which amortization payments due within the first year after effectiveness of the Fifth ARCA were deferred (the “Deferred Term Loan A”) of First Amendment Deferring Lenders were converted into Deferred Term Loan A-1 loans. The class of loans constituting the Term Loan A Facility (other than the Deferred Term Loan A) held by the Fifth ARCA Deferring Lenders (the “Term Loan A-1”) and the class of loans constituting the portion of the Term Loan A Facility that is held by lenders other than the Fifth ARCA Deferring Lenders (the “Legacy Term Loan A”) that were held by the First Amendment Deferring Lenders (other than amounts converted into the Deferred Term Loan A-1) constitute a separate tranche of loans (the “Term Loan A-2”), with the same terms as the Legacy Term Loan A and Term Loan A-1 under the Fifth ARCA, except that amortization payments on the Term Loan A-2 shall be deferred during the First Amendment Deferral Period and thereafter such Term Loan A-2 will amortize in an aggregate principal amount equal to approximately 5.88% per annum and the interest rate for Term Loan A-2 shall be modified as described below. The Deferred Term Loan A-1 will accrue interest (x) in the case of Eurocurrency loans, at a per annum rate based on LIBOR plus a margin of 2.50% or (y) in the case of base rate loans, at a per annum rate based on the base rate plus a margin of 1.50%. After the end of the First Amendment Deferral Period, the Deferred Term Loan A-1 will amortize in an aggregate principal amount equal to 25% per annum of the Deferred Term Loan A-1 outstanding immediately after the consummation of the First Amendment, in quarterly installments, and in the case of such payment due on the maturity date, an amount equal to the then unpaid principal amount of the Deferred Term Loan A-1 outstanding. The Legacy Term Loan A, Term Loan A-1 and Deferred Term Loan A that were held by lenders other than the First Amendment Deferring Lenders constitute separate classes of loans and were unchanged. The First Amendment resulted in deferred amortization payments aggregating to approximately $70 million prior to June 30, 2022.

The First Amendment also provides that, (a) from the First Amendment effective date to and including December 31, 2022 (the “Covenant Relief Period”) the testing of the loan to value, debt to capitalization and EBITDA to debt service 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 million in free liquidity, certified on a monthly basis. During the Covenant Relief Period the interest rate for Term Loan A-2 and revolving loans held by Lenders that consented to the First Amendment will be LIBOR plus 2.00% (or base rate plus 1.00%) with decreases subject to a leverage-based pricing grid. The First Amendment also makes certain other changes to the Senior Secured Credit Facility, including tightening certain of the baskets applicable to our ability to make certain asset dispositions, investments and restricted payments.

Additionally, in February 2021, NCLC amended all of its export-credit backed facilities to defer amortization payments aggregating approximately $680 million through March 31, 2022 and/or make certain changes in respect of covenants and undertakings contained therein.

The facilities that finance Norwegian Breakaway, Norwegian Getaway, Norwegian Escape, Norwegian Joy, Norwegian Bliss, Norwegian Encore, Seven Seas Explorer, Seven Seas Splendor, Riviera and Marina were amended to provide that, among other things, (a) amortization payments due from April 1, 2021 to March 31, 2022 (the “Second Deferral Period”) on the loans will be deferred and (b) the principal amounts so deferred will constitute separate tranches of loans under the facilities. The separate tranches of loans will accrue interest at a floating rate per annum based on six-month LIBOR plus a margin as follows:

​

​	​	​	​
​	​	Margin	​
€529.8 million Breakaway one loan (Norwegian Breakaway)	​	1.10	%
€529.8 million Breakaway two loan (Norwegian Getaway)	​	1.40	%
€590.5 million Breakaway three loan (Norwegian Escape)	​	1.50	%
€729.9 million Breakaway four loan (Norwegian Joy)	​	1.50	%
€710.8 million Seahawk 1 term loan (Norwegian Bliss)	​	1.20	%
€748.7 million Seahawk 2 term loan (Norwegian Encore)	​	1.20	%
Explorer newbuild loan	​	3.00	%
Splendor newbuild loan	​	1.95	%
Marina newbuild loan	​	0.75	%
Riviera newbuild loan	​	0.75	%

​

F-23

After the end of the Second Deferral Period, the deferred loans will amortize in an aggregate principal amount equal to 20% per annum of the deferred loans, in semiannual installments.

In addition, all of NCLC’s export-credit backed facilities were amended to provide that, from the effective date of the amendments to and including December 31, 2022, certain of the financial covenants under such facilities will be suspended and the free liquidity test will be replaced by a covenant to maintain at least $200 million in free liquidity. The amendments also made certain other changes to the facilities, including imposing further restrictions on NCLC’s ability to incur debt, create security, issue equity and make dividends and other distributions.

In April 2021, an agreement was executed to defer certain newbuild related debt amortization to July 2022. The aggregate amount of debt amortization that was deferred was €31.2 million, or $35.5 million based on the euro/U.S. dollar exchange rate as of December 31, 2021. The interest rate on the newbuild related debt was increased to 4.5% per annum.

The amendments of the agreements described above resulted in aggregate modification expenses of $52.1 million for the year ended December 31, 2021, which is recognized in interest expense, net.

In May 2021, NCLC entered into a €28.8 million loan facility for newbuild related payments. The facility matures on July 1, 2022.

In July 2021, we amended nine credit facilities for our newbuild agreements and increased the combined commitments under such credit facilities by approximately $770 million to cover owner’s supply (generally consisting of provisions for the ship), modifications and financing premiums. Subsequently, in September 2021, excess commitments totaling approximately $230 million were cancelled under two of the credit facilities as a result of hedging euro below the rate used to determine the maximum commitments in U.S. dollars.

In November 2021, the Senior Secured Credit Facility was amended to provide that certain financial covenants shall be modified to provide that following the covenant relief period ending on December 31, 2022 free liquidity shall be required to be greater than or equal to $200,000,000 at any time among other modifications. This amendment also included changes to certain baskets providing the ability to make certain investments and incur debt.

In December 2021, all of NCLC’s export-credit backed facilities were amended to provide the expiration of certain provisions upon repayment in full of certain amortization payments were previously deferred and the modification of certain financial covenants to apply from January 1, 2023 until September 30, 2025, including the covenant to maintain at least $200 million in free liquidity, which was previously imposed until December 31, 2022. The amended facilities also included the relaxation of certain restrictions on our ability to incur and repay or prepay debt, create security and make dividends and other distributions.

Unsecured Notes

In December 2020, NCLC conducted a private offering of $850.0 million aggregate principal amount of 5.875% senior unsecured notes due March 15, 2026 (the “2026 Senior Unsecured Notes”). In March 2021, NCLC completed an add-on offering of $575.0 million aggregate principal amount of additional 2026 Senior Unsecured Notes. The 2026 Senior Unsecured Notes pay interest at 5.875% per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively. NCLC may redeem the 2026 Senior Unsecured Notes, in whole or part, at any time prior to December 15, 2025, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date and a “make-whole premium.” NCLC may redeem the 2026 Senior Unsecured Notes, in whole or in part, on or after December 15, 2025, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time prior to December 15, 2022, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2026 Senior Unsecured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 105.875% of the principal amount of the 2026 Senior Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2026 Senior Unsecured Notes issued remains outstanding following such redemption. The proceeds from the March 2021 issuance were used to repay the $230.0 million Pride of America Credit Facility and the remaining $222.6 million of the Jewel Credit Facility.

F-24

​

In March 2021, NCL Finance, Ltd., an indirect, wholly-owned subsidiary of NCLH and NCLC, additionally conducted a private offering of $525.0 million aggregate principal amount of 6.125% senior unsecured notes due March 15, 2028 (the “2028 Senior Unsecured Notes”). The 2028 Senior Unsecured Notes pay interest at 6.125% per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively. NCL Finance may redeem the 2028 Senior Unsecured Notes, in whole or part, at any time prior to December 15, 2027, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date and a “make-whole premium.” NCL Finance may redeem the 2028 Senior Unsecured Notes, in whole or in part, on or after December 15, 2027, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time prior to March 15, 2024, NCL Finance may choose to redeem up to 40% of the aggregate principal amount of the 2028 Senior Unsecured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 106.125% of the principal amount of the 2028 Senior Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2028 Senior Unsecured Notes issued remains outstanding following such redemption.

The indentures governing the 2026 Senior Unsecured Notes and 2028 Senior Unsecured Notes include requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of their assets.

In November 2021, the Company executed a $1 billion commitment through August 15, 2022 that provides additional liquidity to the Company. If drawn, this commitment will convert into an unsecured note paying interest at 8.0% per annum, semiannually, and maturing in April 2024. The Company has not drawn under this commitment.

Exchangeable Notes

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and enhances transparency in disclosures. One model which is being eliminated is the bifurcation of embedded conversion features that are not accounted for separately as derivatives. Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, and Private Exchangeable Notes (as defined below) contain or contained conversion options that may be settled with NCLH’s ordinary shares. As the options will be both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives. The Private Exchangeable Notes contained a beneficial conversion feature, which was recognized within additional paid-in capital with an offsetting discount to the carrying amount of the debt. The discount was amortized to interest expense through December 31, 2020. On January 1, 2021, we early adopted ASU 2020-06 using a modified retrospective approach. As a result, the $131.2 million beneficial conversion feature previously recognized was reclassified from additional paid-in capital to long-term debt, and the discount amortization of $5.6 million was adjusted through retained earnings (deficit).

As of December 31, 2021, NCLC had outstanding $146.6 million aggregate principal amount of 6.00% exchangeable senior notes due May 15, 2024 (the “2024 Exchangeable Notes”). The 2024 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2024 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 72.7273 ordinary shares per $1,000 principal amount of 2024 Exchangeable Notes (equivalent to an initial exchange price of approximately $13.75 per ordinary share). The maximum exchange rate is 89.4454 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2024 Exchangeable Notes pay interest at 6.00% per annum, semiannually on May 15 and November 15 of each year, to holders of record at the close of

F-25

business on the immediately preceding May 1 and November 1, respectively. As further described below, in November 2021, we received additional financing through a debt financing and an equity offering, which was used, in part, to extinguish $715.9 in principal amount of 2024 Exchangeable Notes.

​

As of December 31, 2021, NCLC also had outstanding $450.0 million aggregate principal amount of 5.375% exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2025 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 53.3333 ordinary shares per $1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $18.75 per ordinary share). The maximum exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2025 Exchangeable Notes pay interest at 5.375% per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.

As of December 31, 2020, NCLC also had outstanding $414.3 million aggregate principal amount of exchangeable senior notes due June 1, 2026 (the “Private Exchangeable Notes”), which amount included interest that had accreted to the principal amount, which were held by an affiliate of L Catterton (the “Private Investor”). The Private Exchangeable Notes accrued interest at a rate of 7.0% per annum for the first year post-issuance (which accreted to the principal amount). Holders were able to exchange their Private Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares would be immediately and automatically exchanged, for each $1,000 principal amount of exchanged Private Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate was initially approximately 82.6446 ordinary shares per $1,000 principal amount of Private Exchangeable Notes (equivalent to an initial exchange price of $12.10 per ordinary share). The maximum exchange rate was 90.9090 and reflected potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.

In March 2021, NCLH completed an equity offering that resulted in 52,577,947 ordinary shares being issued for gross proceeds of $1.6 billion. Approximately $1.0 billion of the cash proceeds from the offering were used to repurchase the Private Exchangeable Notes and extinguish the debt. The resulting loss on extinguishment, which is recognized in interest expense, net, was $0.6 billion for the year ended December 31, 2021.

In November 2021, NCLC issued $1,150.0 million aggregate principal amount of 1.125% exchangeable senior notes due February 15, 2027 (the “2027 Exchangeable Notes”). The 2027 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2027 Exchangeable Notes at their option into redeemable preference shares of NCLC or cash, at the election of NCLC, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The initial exchange rate is 29.6850 ordinary shares per $1,000 principal amount of 2027 Exchangeable Notes (equivalent to an initial exchange price of approximately $33.69 per ordinary share). The maximum exchange rate is 42.3012 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 Exchangeable Notes pay interest at 1.125% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

Additionally, in November 2021, NCLH completed an equity offering of 46,858,854 ordinary shares to certain holders of the 2024 Exchangeable Notes for gross proceeds of $1.1 billion. The proceeds from the offering of the 2027 Exchangeable Notes along with a portion of the proceeds from the equity offering were used to repurchase $715.9

F-26

million of the 2024 Exchangeable Notes for $1.4 billion. The resulting loss on extinguishment, which is recognized in interest expense, net, was $0.7 billion for the year ended December 31, 2021.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2021 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes	​	$	146,601	​	$	(3,408)	​	$	143,193	​	$	249,358	​	Level 2
2025 Exchangeable Notes	​	​	450,000	​	​	(8,525)	​	​	441,475	​	​	642,591	​	Level 2
2027 Exchangeable Notes	​	​	1,150,000	​	​	(28,948)	​	​	1,121,052	​	​	1,088,510	​	Level 2

​

The remaining period over which the unamortized deferred financing fees will be recognized as non-cash interest expense is 2.4 years, 3.6 years and 5.1 years for the 2024 Exchangeable Notes, 2025 Exchangeable Notes and 2027 Exchangeable Notes, respectively.

The following is a summary of the liability component of NCLC’s exchangeable notes as of December 31, 2020 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized Debt		​	​	​	​	​	​	​	​
​	​	​	​	​	Discount,		​	​	​	​	​	​	​	​
​	​	Principal		​	including Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes	​	$	862,500	​	$	(27,559)	​	$	834,941	​	$	1,812,975	​	Level 2
2025 Exchangeable Notes	​	​	450,000	​	​	(10,609)	​	​	439,391	​	​	772,412	​	Level 2
Private Exchangeable Notes	​	​	414,311	​	​	(136,163)	​	​	278,148	​	​	1,098,082	​	Level 2

​

In addition, as of December 31, 2020, we had recognized a $19.3 million premium for payment-in-kind interest as additional paid-in capital for the Private Exchangeable Notes. As a result of the extinguishment of the Private Exchangeable Notes, we derecognized the amounts recorded as additional paid-in capital during the year ended December 31, 2021.

The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands):

​	​	​	​
​	​	Year Ended
​	​	December 31, 2021
Coupon interest	​	​	77,591
Amortization of deferred financing fees	​	​	10,360
Total	​	$	87,951

​

Prior to the adoption of ASU 2020-06, interest expense, including amortization of debt discounts and coupon interest, recognized related to the convertible debt instruments was $93.2 million for the year ended December 31, 2020.

The effective interest rate is 7.07%, 5.97% and 1.63% for the 2024 Exchangeable Notes, 2025 Exchangeable Notes and 2027 Exchangeable Notes, respectively.

As of December 31, 2020, the if-converted value above par was $74.5 million on available shares of 10.7 million and $47.8 million on available shares of 24.0 million for the 2024 Exchangeable Notes and 2025 Exchangeable Notes, respectively.

​

​

F-27

Secured Notes

The Company used a portion of the proceeds from the November 2021 equity offering to redeem $236.25 million aggregate principal amount of 2024 Senior Secured Notes and $262.50 million aggregate principal amount of 2026 Senior Secured Notes, including any accrued but unpaid interest thereon and related premiums, fees and expenses. The resulting loss on extinguishment, which is recognized in interest expense, net, was $0.1 billion for the year ended December 31, 2021.

2022 Transactions

In February 2022, NCLC conducted a private offering (the “Notes Offering”) of $1,000 million in aggregate principal amount of 5.875% senior secured notes due 2027 (the “2027 Secured Notes”) and $600 million in aggregate principal amount of 7.750% senior notes due 2029 (the “2029 Unsecured Notes”).

The 2027 Secured Notes are jointly and severally guaranteed on a senior secured basis by Pride of Hawaii, LLC, Norwegian Epic, Ltd. and Sirena Acquisition. The 2027 Secured Notes and the related guarantees are secured by a first-priority interest in, among other things and subject to certain agreed security principles, three of our vessels, namely the Norwegian Jade vessel, the Norwegian Epic vessel and the Sirena vessel.

NCLC may redeem the 2027 Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 15, 2024, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2027 Secured Notes at its option, in whole or in part, at any time and from time to time on or after February 15, 2024, at the redemption prices set forth in the indenture governing the 2027 Secured Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 15, 2024, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2027 Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 105.875% of the principal amount of the 2027 Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2027 Secured Notes issued remains outstanding following such redemption.

NCLC may redeem the 2029 Unsecured Notes at its option, in whole or in part, at any time and from time to time prior to November 15, 2028, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2029 Unsecured Notes at its option, in whole or in part, at any time and from time to time on or after November 15, 2028, at a redemption price equal to 100% of the principal amount of 2029 Unsecured Notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 15, 2025, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2029 Unsecured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 107.750% of the principal amount of the 2029 Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2029 Unsecured Notes issued remains outstanding following such redemption.

The indentures governing the 2027 Secured Notes and the 2029 Unsecured Notes include requirements that, among other things and subject to a number of qualifications and exceptions, restrict our ability and the ability of our restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of our assets.

In February 2022, NCLC also conducted a private offering (the “Exchangeable Notes Offering”) of $473.2 million in aggregate principal amount of 2.50% exchangeable senior notes due 2027 (the “New 2027 Exchangeable Notes”). The New 2027 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their New 2027 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged New 2027

F-28

Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 28.9765 ordinary shares per $1,000 principal amount of New 2027 Exchangeable Notes (equivalent to an initial exchange price of approximately $34.51 per ordinary share). The maximum exchange rate is 44.1891 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The New 2027 Exchangeable Notes pay interest at 2.50% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

NCLC has used, or will use, the net proceeds from the Notes Offering and the Exchangeable Notes Offering to redeem (the “Redemption”) 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. Simultaneously with the Redemption, and pursuant to certain provisions contained in the indentures governing the 2026 Senior Unsecured Notes and the 2028 Senior Unsecured Notes, each of the guarantors party to such indentures were released from their obligations thereunder.

Interest Expense

Interest expense, net for the year ended December 31, 2021 was $2.1 billion which included $54.4 million of amortization of deferred financing fees and an approximately $1.4 billion loss on extinguishment and modification of debt. Interest expense, net for the year ended December 31, 2020 was $482.3 million which included $42.2 million of amortization of deferred financing fees and a $27.8 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2019 was $272.9 million which included $27.5 million of amortization of deferred financing fees and a $16.7 million loss on extinguishment and modification of debt.

Debt Repayments

The following are scheduled principal repayments on long-term debt, including finance lease obligations, as of December 31, 2021 for each of the next five years (in thousands):

​

​	​	​	​
Year		Amount
2022	​	$	876,890
2023	​		937,406
2024	​		4,125,223
2025	​		1,071,019
2026	​		2,461,973
Thereafter	​		3,159,466
Total	​	$	12,631,977

​

We had an accrued interest liability of $112.9 million and $101.9 million as of December 31, 2021 and 2020, respectively.

Debt Covenants

As of December 31, 2021, we were in compliance with all of our debt covenants. During the year ended December 31, 2021, we have received certain financial and other debt covenant waivers, added new free liquidity requirements and modified other financial covenants. If we do not continue to remain in compliance with our covenants, including following the expiration of any current waivers, we would have to seek additional amendments to our covenants. However, no assurances can be made that such amendments would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.

F-29

9.	Related Party Disclosures

NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, were all parties to an indenture, dated May 28, 2020 (the “Indenture”) related to the Private Exchangeable Notes, which were held by the Private Investor. The terms of the Private Exchangeable Notes are more fully described under Note 8 — “Long-Term Debt”. Based on the initial exchange rate for the Private Exchangeable Notes, the Private Investor beneficially owned approximately 10% of NCLH’s outstanding ordinary shares as of December 31, 2020. The initial exchange rate for the Private Exchangeable Notes could have been adjusted in the event of certain make-whole fundamental changes or tax redemption events (each, as described in the Indenture), but the maximum number of NCLH ordinary shares issuable upon an exchange in the event of such an adjustment would not have exceeded 46,577,947. The Private Exchangeable Notes also contained certain anti-dilution provisions that could have subjected the exchange rate to additional adjustment if certain events had occurred.

NCLH, NCLC and the Private Investor also entered into an investor rights agreement, dated May 28, 2020 (the “Investor Rights Agreement”), which provided that, among other things, the Private Investor was entitled to nominate one person for appointment to the board of directors of NCLH until the first date on which the Private Investor no longer beneficially owned in the aggregate at least 50% of the number of NCLH’s ordinary shares issuable upon exchange of the Private Exchangeable Notes beneficially owned by the Private Investor in the aggregate as of May 28, 2020 (subject to certain adjustments).

The Investor Rights Agreement also provided for customary registration rights for the Private Investor and its affiliates, including demand and piggyback registration rights, contained customary transfer restrictions and provided that the Private Investor and its affiliates were subject to a voting agreement with respect to certain matters during a specified period of time.

In a privately negotiated transaction among NCLH, NCLC and the Private Investor, NCLC agreed to repurchase all of the outstanding Private Exchangeable Notes for an aggregate repurchase price of approximately $1.0 billion (the “Repurchase”). On March 9, 2021, in connection with the settlement of the Repurchase, the trustee cancelled the aggregate principal amount outstanding under the Private Exchangeable Notes and confirmed that NCLC had satisfied and discharged its obligations under the Indenture. In connection with the Repurchase, we and the Private Investor agreed to terminate the Investor Rights Agreement effective upon the consummation of the Repurchase. Notwithstanding the termination, we and the Private Investor agreed that certain provisions related to indemnification and expense reimbursement would survive in accordance with their terms.

​

10.	Fair Value Measurements and Derivatives

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1 — Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2 — Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3 — Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available.

F-30

Derivatives

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions. We use regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant, as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of December 31, 2021, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 408 thousand metric tons of our projected fuel purchases, maturing through December 31, 2023.

As of December 31, 2020, we had approximately 199 thousand metric tons of fuel swaps which were not designated as cash flow hedges maturing through December 31, 2023. This included previously dedesignated fuel swaps and additional fuel swaps that were not designated as cash flow hedges.

As of December 31, 2021, we had foreign currency forward contracts, matured foreign currency options and matured foreign currency collars which are used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of our foreign currency forward contracts was €2.2 billion, or $2.5 billion based on the euro/U.S. dollar exchange rate as of December 31, 2021.

As of December 31, 2021, we had an interest rate swap, which is used to hedge our exposure to interest rate movements and manage our interest expense. The notional amount of our outstanding debt associated with the interest rate swap was $0.2 billion as of December 31, 2021.

F-31

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	December 31,		​	December 31,		​	December 31,		​	December 31,
​		Balance Sheet Location		2021			2020			2021			2020
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	29,349	​	$	—	​	$	—	​	$	—
​	​	Other long-term assets	​	​	19,554	​	​	—	​	​	—	​	​	—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		—	​		35,973
​	​	Other long-term liabilities	​		—	​		—	​		—	​		28,947
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		4,898	​		5,779	​		—	​		—
​	​	Other long-term assets	​		—	​		43,250	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		98,592	​		14,778
​	​	Other long-term liabilities	​		—	​		6,821	​		73,496	​		44,938
Interest rate contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Accrued expenses and other liabilities	​		—	​		—	​		469	​		6,776
​	​	Other long-term liabilities	​	​	—	​		—	​		—	​	​	452
Total derivatives designated as hedging instruments			​	$	53,801	​	$	55,850	​	$	172,557	​	$	131,864
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	Prepaid expenses and other assets	​	$	10,836	​	$	—	​	$	—	​	$	—
​	​	Other long-term assets	​	​	3,476	​	​	—	​	​	—	​	​	—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	546	​	​	—	​	​	6,732
​	​	Other long-term liabilities	​	​	—	​	​	—	​	​	—	​	​	3,534
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total derivatives not designated as hedging instruments			​	$	14,312	​	$	546	​	$	—	​	$	10,266
Total derivatives	​	​	​	$	68,113	​	$	56,396	​	$	172,557	​	$	142,130

​

The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.

Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments.

F-32

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2021		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	68,113	​	$	—	​	$	68,113	​	$	(68,113)	​	$	—
Liabilities	​	​	172,557	​	​	—	​	​	172,557	​	​	(172,557)	​	​	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2020		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	49,029	​	$	—	​	$	49,029	​	$	(49,029)	​	$	—
Liabilities	​	​	142,130	​	​	(7,367)	​	​	134,763	​	​	(57,351)	​	​	77,412

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	Location of Gain		​	​		​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)								​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other								​	Income (Loss) into	​	Comprehensive
Derivatives		Comprehensive Income									Income		Income (Loss) into Income
​	​	Year Ended December 31,								​	​	​	Year Ended December 31,
​	​	2021		​	2020		​	2019		​	​	​	2021		​	2020		​	2019
Fuel contracts		$	74,434	​	$	(157,669)	​	$	46,154	​	Fuel		$	(41,080)	​	$	(45,488)	​	$	14,093
Fuel contracts	​	​	—	​	​	—	​	​	—	​	Other income (expense), net	​	​	(12,002)	​	​	(49,653)	​	​	—
Foreign currency contracts			(185,067)	​		116,496	​		(163,197)	​	Depreciation and amortization			(5,067)	​		(4,929)	​		(3,062)
Interest rate contracts			254	​		(10,469)	​		(5,972)	​	Interest expense, net			(6,868)	​		(6,600)	​		(2,133)
Total gain (loss) recognized in other comprehensive income		$	(110,379)	​	$	(51,642)	​	$	(123,015)	​			$	(65,017)	​	$	(106,670)	​	$	8,898

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2021
​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income
​		Fuel			Amortization			Expense, net		​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	301,852	​	$	700,845	​	$	2,072,925	​	$	123,953
​	​	​		​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income		​			​			​		​	​	​
Fuel contracts		​	(41,080)		​	—		​	—	​	​	—
Foreign currency contracts		​	—	​	​	(5,067)		​	—	​	​	—
Interest rate contracts		​	—		​	—		​	(6,868)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(12,002)

​

F-33

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2020
​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income
​	​	Fuel			Amortization			Expense, net		​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	264,712	​	$	717,840	​	$	482,313	​	$	(33,599)
​	​	​		​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​	​			​			​		​	​	​
Fuel contracts	​	​	(45,488)		​	—		​	—	​	​	—
Foreign currency contracts	​	​	—		​	(4,929)		​	—	​	​	—
Interest rate contracts	​	​	—		​	—		​	(6,600)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(49,653)
​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain recognized in income as a result of failing effectiveness tests	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	5,507

​

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2019								​
​		​	​		Depreciation			​	​	​
​	​	​	​	​	and		​	Interest		​
​		Fuel			Amortization			Expense, net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	409,602	​	$	646,188	​	$	272,867	​
​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​			​			​
Fuel contracts	​	​	14,093	​	​	—	​	​	—
Foreign currency contracts	​	​	—	​	​	(3,062)	​	​	—
Interest rate contracts	​	​	—	​	​	—	​	​	(2,133)

​

The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Amount of Gain (Loss) Recognized in Income
​	​	​	Year Ended December 31,
​	Location of Gain (Loss)		2021			2020			2019
Derivatives not designated as hedging instruments	​	​	​	​	​	​	​	​	​	​
Fuel contracts	Other income (expense), net	​	$	65,507	​	$	20,932	​	$	—

​

Long-Term Debt

As of December 31, 2021 and 2020, the fair value of our long-term debt, including the current portion, was $12.5 billion and $14.2 billion, respectively, which was $0.1 billion lower and $2.2 billion higher, respectively, than the carrying values, excluding deferred financing costs. The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at

F-34

the measurement dates as well as the beneficial conversion feature recognized on the Private Exchangeable Notes as of December 31, 2020. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values.

Non-Recurring Measurements of Non-Financial Assets

Goodwill and other indefinite-lived assets, principally tradenames, are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable.

We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. As of December 31, 2021, our annual review supports the carrying value of these assets.

Other

The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value.

11.	Employee Benefits and Share-Based Compensation

Amended and Restated 2013 Performance Incentive Plan

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares being granted to one individual in any calendar year. In May 2016, the plan was amended and restated (“Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders. Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased by an additional 12,430,000 shares to a new maximum aggregate limit of 27,465,106 shares. Additionally, the expiration date of the Restated 2013 Plan was extended to March 30, 2026. In May 2021, the Restated 2013 Plan was further amended and restated to increase the number of NCLH ordinary shares that may be delivered by 4,910,000 shares to 32,375,106 shares. Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant. The vesting period for time-based options is typically set at three or four years with a contractual life of 10 years. The vesting period for time-based and performance-based restricted share units is generally three years. Forfeited awards will be available for subsequent awards under the Restated 2013 Plan.

​

​

​

F-35

Share Option Awards

There were no share option awards granted for the years ended December 31, 2021, 2020 and 2019. The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Weighted-	​	​	​
​	​	Number of Share Option Awards					​	Weighted-Average Exercise Price								​	Average	​	Aggregate
​	​	Time-	​	Performance-	​	Market-	​	Time-		​	Performance-		​	Market-		​	Contractual	​	Intrinsic
​	​	Based	​	Based	​	Based	​	Based		​	Based		​	Based		​	Term	​	Value
​	​	Awards	​	Awards	​	Awards	​	Awards		​	Awards		​	Awards		​	(years)	​	(in thousands)
Outstanding as of January 1, 2021		4,525,207	​	114,583	​	208,333	​	$	51.96	​	$	59.43	​	$	59.43	​	4.42	​	$	—
Forfeited and cancelled	​	(136,862)	​	—	​	—	​	​	53.36	​	​	—	​	​	—	​		​	​
Outstanding as of December 31, 2021	​	4,388,345	​	114,583	​	208,333	​	$	51.92	​	$	59.43	​	$	59.43	​	3.42	​	$	—
Vested and expected to vest as of December 31, 2021	​	4,388,345	​	114,583	​	—	​	$	51.92	​	$	59.43	​	$	—	​	3.41	​	$	—
Exercisable as of December 31, 2021	​	4,388,345	​	114,583	​	—	​	$	51.92	​	$	59.43	​	$	—	​	3.41	​	$	—

​

The total intrinsic value of share options exercised during 2021, 2020 and 2019 was $0, $0.6 million and $13.3 million, respectively, and total cash received by the Company from exercises was $0, $2.2 million and $28.3 million, respectively. As of December 31, 2021, there was no unrecognized compensation cost, related to options granted under our share-based incentive plans.

Restricted Share Unit (“RSU”) Awards

In June 2021, NCLH granted 3.1 million time-based RSU awards to our employees, which primarily vest in substantially equal installments each March 1 over three years. Also, in June 2021, NCLH granted 0.7 million performance-based RSU awards to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2023 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2024.

The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant. The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and Adjusted ROIC achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets. Although the terms of the performance-based RSU awards provide the compensation committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the key terms and conditions of these awards has been ascertained. The Company remeasures the probability and the cumulative share-based compensation expense of the awards each reporting period until vesting or forfeiture occurs.

The following table sets forth a summary of RSU activity for the period presented:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant		​	Market-	​	Average Grant
​		Awards		Date Fair Value			Based Awards		Date Fair Value			Based Awards		Date Fair Value
Non-vested as of January 1, 2021		6,663,925	​	$	30.54		1,565,184	​	$	39.42		50,000	​	$	59.43
Granted		3,137,453	​	​	30.89		736,898	(1)	​	40.89		—	​	​	—
Vested		(1,746,838)	​	​	47.01		(460,969)	​	​	56.73		—	​	​	—
Forfeited or expired		(282,917)	​	​	29.17		—	​	​	—		—	​	​	—
Non-vested as of December 31, 2021		7,771,623	​	$	27.02		1,841,113	​	$	35.68		50,000	​	$	59.43
Non-vested and expected to vest as of December 31, 2021	​	7,771,623	​	$	27.02		1,549,070	​	$	35.69		—	​	$	—

(1)	Number of performance-based RSU awards included assumes maximum achievement of performance targets.

As of December 31, 2021, there were total unrecognized compensation costs related to non-vested time-based, non-vested performance-based and market-based RSUs of $109.7 million, $21.7 million and $0, respectively. The costs are expected to be recognized over a weighted-average period of 1.7 years, 1.9 years and 0 years, respectively, for the time-

F-36

based, performance-based and market-based RSUs. Taxes paid pursuant to net share settlements in 2021, 2020 and 2019 were $16.7 million, $15.4 million and $20.9 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

In April 2014, NCLH’s shareholders approved the ESPP. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase NCLH’s ordinary shares at a favorable price and upon favorable terms in consideration of the participating employees’ continued services. A maximum of 2,000,000 of NCLH’s ordinary shares may be purchased under the ESPP. To be eligible to participate in an offering period, on the grant date of that period, an individual must be customarily employed by the Company or a participating subsidiary for more than twenty hours per week and for more than five months per calendar year. Participation in the ESPP is also subject to certain limitations. The ESPP is considered to be compensatory based on: a) the 15% purchase price discount and b) the look-back purchase price feature. Since the plan is compensatory, compensation expense must be recorded in the consolidated statements of operations on a straight-line basis over the six-month withholding period. As of December 31, 2021 and 2020, we had a liability for payroll withholdings received of $2.7 million and $1.4 million, respectively.

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

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
Classification of expense		2021			2020			2019
Payroll and related (1)	​	$	22,622	​	$	21,190	​	$	17,597
Marketing, general and administrative (2)	​		101,455	​		90,107	​		77,458
Total share-based compensation expense	​	$	124,077	​	$	111,297	​	$	95,055

(1)	Amounts relate to equity granted to certain of our shipboard officers.

(2)	Amounts relate to equity granted to certain of our corporate employees.

Employee Benefit Plans

We offer annual incentive bonuses pursuant to our Restated 2013 Plan for our executive officers and other key employees. Bonuses under the plan become earned and payable based on the Company’s performance during the applicable performance period and generally require the individual’s continued employment. Company performance criteria include the attainment of certain financial targets and other strategic objectives.

Certain employees are employed pursuant to agreements that provide for severance payments. Severance is generally only payable upon an involuntary termination of the employment by us without cause or a termination by the employee for good reason. Severance generally includes a series of cash payments based on the employee’s base salary and our payment of the employee’s continued medical benefits for the applicable severance period.

We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up to 100% of eligible compensation each pay period, subject to certain limitations. In 2019 and 2021, we made matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation of the participant relative to the total compensation of all participants. Our matching contributions are vested according to a five-year schedule. Due to the COVID-19 pandemic, in 2020, we paused our matching contributions under the 401(k) Plan for a portion of the year. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S. Internal Revenue Code (the “Code”). We recorded total expenses related to the above 401(k) Plan of $8.7 million, $2.8 million and $9.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of service, subject to eligibility requirements. The Shipboard Retirement Plan is unfunded with no plan assets. The current portion of the projected benefit obligation of $0.9 million was included in accrued expenses and other liabilities as of

F-37

December 31, 2021 and 2020, and $33.8 million and $30.7 million was included in other long-term liabilities in our consolidated balance sheets as of December 31, 2021 and 2020, respectively.

The amounts related to the Shipboard Retirement Plan were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	As of or for the Year Ended December 31,
​		2021			2020			2019
Pension expense:		​			​			​
Service cost	​	$	2,902	​	$	2,665	​	$	2,135
Interest cost	​		717	​		895	​		1,001
Amortization of prior service cost	​		378	​		378	​		378
Amortization of actuarial loss	​		15	​		29	​		—
Total pension expense	​	$	4,012	​	$	3,967	​	$	3,514
Change in projected benefit obligation:	​			​			​
Projected benefit obligation at beginning of year	​	$	31,619	​	$	28,695	​	$	24,318
Service cost	​		2,902	​		2,665	​		2,135
Interest cost	​		717	​		895	​		1,001
Actuarial (gain) loss	​		—	​		62	​		2,308
Direct benefit payments	​		(550)	​		(698)	​		(1,067)
Projected benefit obligation at end of year	​	$	34,688	​	$	31,619	​	$	28,695
Amounts recognized in the consolidated balance sheets:	​			​			​
Projected benefit obligation	​	$	34,688	​	$	31,619	​	$	28,695

​

​	​	​	​	​	​	​	​	​	​
​	​	For the Year Ended December 31,
​		2021			2020			2019
Amounts recognized in accumulated other comprehensive income (loss):		​			​			​
Prior service cost	​	$	(3,025)	​	$	(3,403)	​	$	(3,781)
Accumulated actuarial loss	​		(3,431)	​		(3,446)	​		(3,413)
Accumulated other comprehensive income (loss)	​	$	(6,456)	​	$	(6,849)	​	$	(7,194)

​

The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2021, 2020 and 2019 were 2.3%, 3.2% and 4.2%, respectively, and the actuarial loss is amortized over 18 years. The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity and industry universe of high-quality corporate bonds.

The pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter are as follows (in thousands):

​

​	​	​	​
Year		Amount
2022	​	$	1,098
2023	​	​	1,221
2024	​	​	1,311
2025	​	​	1,382
2026	​	​	1,536
Next five years	​	​	12,202

​

​

12.	Income Taxes

We are incorporated in Bermuda. Under current Bermuda law, we are not subject to tax on income and capital gains. We have received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035.

F-38

The components of net income before income taxes consist of the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Bermuda	​	$	—	​	$	—	​	$	—
Foreign - Other	​		(4,501,320)	​	​	(4,000,047)	​	​	911,365
Net income (loss) before income taxes	​	$	(4,501,320)	​	$	(4,000,047)	​	$	911,365

​

The components of the provision for income taxes consisted of the following benefit (expense) (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Current:		​			​			​
Bermuda	​	$	—	​	$	—	​	$	—
United States	​		(85)	​		5,853	​		(975)
Foreign - Other	​		(3,264)	​		(5,502)	​		(6,294)
Total current:	​		(3,349)	​		351	​		(7,269)
Deferred:	​			​			​
Bermuda	​		—	​		—	​		—
United States	​		(1,867)	​		(12,690)	​		25,785
Foreign - Other	​		(51)	​		(128)	​		347
Total deferred:	​		(1,918)	​		(12,818)	​		26,132
Income tax benefit (expense)	​	$	(5,267)	​	$	(12,467)	​	$	18,863

​

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021			2020			2019
Tax at Bermuda statutory rate	​	$	—	​	$	—	​	$	—
Foreign income taxes at different rates	​		38,668	​		24,479	​		(18,630)
Tax contingencies	​		(6)	​		(626)	​		(206)
Return to provision adjustments	​		1,105	​		1,684	​		2,014
Benefit (expense) from change in tax rate	​		—	​		—	​		(14)
Valuation allowance	​		(45,034)	​		(38,004)	​		35,699
Income tax benefit (expense)	​	$	(5,267)	​	$	(12,467)	​	$	18,863

​

Deferred tax assets and liabilities were as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	As of December 31,
​		2021			2020
Deferred tax assets:		​			​
Loss carryforwards	​	$	113,886	​	$	77,411
Other	​		15,373	​		7,090
Valuation allowance	​		(87,849)	​		(42,876)
Total net deferred assets	​		41,410	​		41,625
Deferred tax liabilities:	​			​
Property and equipment	​		(41,756)	​		(41,893)
Total deferred tax liabilities	​		(41,756)	​		(41,893)
Net deferred tax asset (liability)	​	$	(346)	​	$	(268)

​

We have U.S. net operating loss carryforwards of $525.3 million and $352.9 million for the years ended December 31, 2021 and 2020, respectively, which begin to expire in 2030, a portion of which relate to Prestige discussed further below. We have state net operating loss carryforwards of $12.5 million and $5.4 million for the years ended

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December 31, 2021 and 2020, respectively, which expire between 2028 through 2041. We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. We conduct our evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the cruise industry and broader economy. Based on the weight of available evidence, we have recorded a valuation allowance in the fourth quarter of 2021 and 2020 of $45.0 million and $39.6 million, respectively, with respect to the U.S. net deferred tax assets in one of our U.S. and several of our foreign subsidiaries.

Included above are deferred tax assets associated with our operations in Norway for which we have provided a full valuation allowance. We have Norway net operating loss carryforwards of $13.2 million and $13.4 million for the years ended December 31, 2021 and 2020, respectively, which can be carried forward indefinitely.

Included above are deferred tax assets associated with Prestige. We have U.S. net operating loss carryforwards of $155.0 million for the years ended December 31, 2021 and 2020, which begin to expire in 2030. Utilization of the Prestige net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. If we have experienced an ownership change, utilization of Prestige’s net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Subsequent ownership changes could further impact the limitation in future years. We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of Prestige, for which we had previously provided a full valuation allowance. During the first quarter of 2019, we completed a Section 382 study that determined the amount of the Prestige net operating loss carryforwards that could be utilized against future taxable income resulting in a tax benefit of $35.7 million in connection with the reversal of substantially all of the Prestige valuation allowance. In the fourth quarter of 2020, the valuation allowance recognized includes $30.0 million on the Prestige U.S. net operating loss carryforwards.

We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for years prior to 2018, except for years in which NOLs generated prior to 2018 are utilized.

Due to our international structure as well as the existence of international tax treaties that exempt taxation on certain activities, the repatriation of earnings from our subsidiaries would have no tax impact.

We derive our income from the international operation of ships. We are engaged in a trade or business in the U.S. and receive income from sources within the U.S. Under Section 883, certain foreign corporations are exempt from U. S. federal income or branch profits tax on U.S.-source income derived from or incidental to the international operation of ships. Applicable U.S. treasury regulations provide that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (i) the foreign country in which the corporation is organized grants an equivalent exemption for income from the international operation of ships to corporations organized in the U.S., and (ii) the foreign corporation has one or more classes of stock that are “primarily and regularly traded on an established securities market” in the U.S. or another qualifying country. We believe that we qualify for the benefits of Section 883 because we are incorporated in qualifying countries and our ordinary shares are primarily and regularly traded on an established securities market in the U.S.

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13.	Commitments and Contingencies

Ship Construction Contracts

For the Norwegian brand, we have six Prima Class Ships on order, each ranging from approximately 140,000 to 156,300 Gross Tons with approximately 3,215 to 3,550 Berths, with expected delivery dates from 2022 through 2027. For the Regent brand, we have one Explorer Class Ship on order to be delivered in 2023, which will be approximately 55,000 Gross Tons and 750 Berths. For the Oceania Cruises brand, we have orders for two Allura Class Ships to be delivered in 2023 and 2025. Each of the Allura Class Ships will be approximately 67,000 Gross Tons and 1,200 Berths. The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed) have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

​

The combined contract prices of the nine ships on order for delivery was approximately €7.7 billion, or $8.8 billion based on the euro/U.S. dollar exchange rate as of December 31, 2021. We have obtained export-credit backed financing for the ships on order which is expected to fund approximately 80% of each contract price, subject to certain conditions. We do not anticipate any contractual breaches or cancellation to occur. However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

As of December 31, 2021, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands):

​

​	​	​	​
Year		Amount
2022	​	$	1,483,391
2023	​		2,278,139
2024	​		1,105,038
2025	​		1,605,329
2026	​		1,008,318
Thereafter	​		881,541
Total minimum annual payments	​	$	8,361,756

​

Port Facility Commitments

As of December 31, 2021, future commitments to pay for usage of certain port facilities were as follows (in thousands):

​

​	​	​	​
Year		Amount
2022	​	$	27,042
2023	​		33,127
2024	​		33,661
2025	​		26,884
2026	​		22,724
Thereafter	​		370,499
Total port facility future commitments	​	$	513,937

​

Our port facilities agreements generally include force majeure provisions that may alleviate an unspecified amount of obligations under certain circumstances.

Other Commitments

The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our three brands are required to maintain a $32.0 million third-party performance guarantee in respect of liabilities for non-

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performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional consumer price index-based adjustments.

In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions. As of December 31, 2021, we have in place approximately £48.1 million of security guarantees for our brands as well as a consumer protection policy covering up to £51.1 million. The Company has provided approximately $28.9 million in cash to secure all the financial security guarantees required.

From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations in the U.S. and the cruise industry in general.

Litigation

Class Actions

On March 12, 2020, a class action complaint, Eric Douglas v. Norwegian Cruise Lines, Frank J. Del Rio and Mark A. Kempa, Case No. 1:20-CV-21107, was filed in the United States District Court for the Southern District of Florida, naming the Company, Frank J. Del Rio, the Company’s President and Chief Executive Officer, and Mark A. Kempa, the Company’s Executive Vice President and Chief Financial Officer, as defendants. Subsequently, two similar class action complaints were also filed in the United States District Court for the Southern District of Florida naming the same defendants. On July 31, 2020, a consolidated amended class action complaint was filed by lead plaintiff’s counsel. The complaint asserted claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and alleged that the Company made false and misleading statements to the market and customers about COVID-19. The complaint sought unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between February 20, 2020 and March 10, 2020. On April 10, 2021, the case was dismissed and closed, and the plaintiffs no longer have the right to appeal.

Investigations

In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. The Company is cooperating with these ongoing investigations, the outcomes of which cannot be predicted at this time.

Helms-Burton Act

On August 27, 2019, two lawsuits were filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation (the “Havana Docks Matter”) alleges it holds an interest in the Havana Cruise Port Terminal and the complaint filed by Javier Garcia-Bengochea (the “Garcia-Bengochea Matter”) alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban Government. The complaints further allege that the Company “trafficked” in those properties by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. On January 7, 2020, the United States District Court for the Southern District of Florida dismissed the claim by Havana Docks Corporation. On April 14, 2020, the district court granted Havana Docks Corporation’s motion to reconsider and vacated its order dismissing the claim, allowing Havana Docks Corporation to file an amended complaint on April 16, 2020. On April 24, 2020, we filed a motion seeking permission to appeal the district court’s order which was subsequently denied. Discovery in the Havana Docks Matter has now concluded and appropriate motions for summary judgment have been filed. On January 12, 2022, the Court held an all-day hearing on the motions for summary judgment. To date, no ruling has been issued. The Court has further moved the trial date for the Havana Docks Matter to its May 2022 docket. On

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September 1, 2020, the Court entered an order staying all case deadlines and administratively closed the Garcia-Bengochea Matter pending the outcome of the appeal in a related case brought by the same plaintiff. We believe we have meritorious defenses to the claims and intend to vigorously defend these matters. As of December 31, 2021, we are unable to reasonably estimate any potential contingent loss from these matters due to a lack of legal precedent.

​

Other

​

In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount.

Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

Other Contingencies

The Company also has agreements with its credit card processors that govern approximately $1.3 billion in advance ticket sales as of December 31, 2021 that have been received by the Company relating to future voyages. These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. As of December 31, 2021, we had cash reserves of approximately $1.2 billion with credit card processors recognized in accounts receivable, net or other long-term assets. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions that may reduce our liquidity.

14.	Other Income (Expense), Net

Other income (expense), net was income of $124.0 million, expense of $33.6 million, and income of $6.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. In 2021, the income was primarily due to gains on derivatives not designated as hedges and gains from foreign currency exchange. In 2020, the expense was primarily due to losses from foreign currency exchange and fuel hedges recognized in earnings as a result of the forecasted transactions no longer being probable or that are no longer designated as hedges. In 2019, the income was primarily due to gains from insurance proceeds and a litigation settlement partially offset by losses on foreign currency exchange.

15.	Concentration Risk

We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor costs. We incurred expenses of $48.6 million, $59.0 million and $153.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, which are recorded in payroll and related in our consolidated statements of operations.

16.	Supplemental Cash Flow Information

For the year ended December 31, 2021, we had non-cash investing activities related to property and equipment of $109.3 million. For the year ended December 31, 2021, we paid income taxes of $2.7 million and interest and related fees, net of capitalized interest, of $2.1 billion including the early redemption premiums.

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For the year ended December 31, 2020, we had non-cash investing activities related to property and equipment of $17.7 million. Additionally, we received seller financing related to the acquisition of property and equipment resulting in both non-cash investing and financing activities of $11.9 million. For the year ended December 31, 2020, we paid income taxes of $3.5 million and interest and related fees, net of capitalized interest, of $447.9 million.

For the year ended December 31, 2019, we had non-cash investing activities in connection with property and equipment of $8.2 million. For the year ended December 31, 2019, we paid income taxes of $13.4 million and interest and related fees, net of capitalized interest, of $291.2 million.

17. Quarterly Financial Data and Revision to Previously Reported Quarterly Financial Statements (Unaudited) (in thousands, except per share data)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	First Quarter					​	Second Quarter					​	Third Quarter					​	Fourth Quarter
​		2021			2020			2021			2020			2021			2020			2021			2020
Total revenue	​	$	3,100	​	$	1,246,882	​	$	4,368	​	$	16,929	​	$	153,081	​	$	6,518	​	$	487,437	​	$	9,579
Operating loss	​	​	(571,266)	​	​	(1,824,061)	​	​	(605,104)	​	​	(595,411)	​	​	(689,106)	​	​	(517,783)	​	​	(686,872)	​	​	(546,880)
Net loss	​	​	(1,370,192)	​	​	(1,880,972)	​	​	(717,789)	​	​	(715,243)	​	​	(845,885)	​	​	(677,366)	​	​	(1,572,721)	​	​	(738,933)
Loss per share:	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​
Basic	​	​	(4.16)	​	​	(8.80)	​	​	(1.94)	​	​	(2.99)	​	​	(2.29)	​	​	(2.50)	​	​	(4.01)	​	​	(2.51)
Diluted	​	​	(4.16)	​	​	(8.80)	​	​	(1.94)	​	​	(2.99)	​	​	(2.29)	​	​	(2.50)	​	​	(4.01)	​	​	(2.51)

​

The seasonality of the North American cruise industry generally results in the greatest demand for cruises during the Northern Hemisphere’s summer months; however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages are being phased in gradually.

The Company has identified certain errors in its Consolidated Balance Sheets as of March 31, 2021, June 30, 2021 and September 30, 2021 and Consolidated Statements of Cash Flows for the respective periods then ended. Based on their nature, certain amounts shown as cash and cash equivalents should have been classified as short-term investments. We have determined that these errors were not material to the previously issued interim financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021.

The impact of these changes to our previously reported Consolidated Balance Sheets and Consolidated Statements of Cash Flows as of and for the three, six and nine month periods ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively, is as follows (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	As of March 31, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Current assets		​		​	​			​
Cash and cash equivalents	​	$	3,508,033	​	$	(205,000)	​	$	3,303,033
Short-term investments	​	​	—	​	​	205,000	​	​	205,000

​

​	​	​	​	​	​	​	​	​	​
​	​	Three months ended March 31, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Cash flows from investing activities		​		​	​			​
Purchases of short-term investments	​	$	—	​	$	(205,000)	​	$	(205,000)
Net cash used in investing activities	​	​	(138,266)	​	​	(205,000)	​	​	(343,266)
​	​	​	​	​	​	​	​	​	​
Net increase (decrease) in cash and cash equivalents	​	​	207,551	​	​	(205,000)	​	​	2,551
Cash and cash equivalents at end of period	​	​	3,508,033	​	​	(205,000)	​	​	3,303,033

​

​

​

​

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​	​	​	​	​	​	​	​	​	​
​	​	As of June 30, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Current assets		​		​	​			​
Cash and cash equivalents	​	$	2,750,140	​	$	(385,000)	​	$	2,365,140
Short-term investments	​	​	—	​	​	385,000	​	​	385,000

​

​	​	​	​	​	​	​	​	​	​
​	​	Six months ended June 30, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Cash flows from investing activities	​			​			​
Purchases of short-term investments	​	$	—	​	$	(385,000)	​	$	(385,000)
Net cash used in investing activities	​	​	(315,215)	​	​	(385,000)	​	​	(700,215)
​	​	​	​	​	​	​	​	​	​
Net increase (decrease) in cash and cash equivalents	​	​	(550,342)	​	​	(385,000)	​	​	(935,342)
Cash and cash equivalents at end of period	​	​	2,750,140	​	​	(385,000)	​	​	2,365,140

​

​	​	​	​	​	​	​	​	​	​
​	​	As of September 30, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Current assets	​			​			​
Cash and cash equivalents	​	$	1,934,816	​	$	(565,000)	​	$	1,369,816
Short-term investments	​	​	—	​	​	565,000	​	​	565,000

​

​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2021
​		Previously			​			As
​	​	Reported		​	Adjustments		​	Revised
Cash flows from investing activities		​		​	​			​
Purchases of short-term investments		$	—	​	$	(770,000)	​	$	(770,000)
Proceeds from maturities of short-term investments	​	​	—	​	​	205,000	​	​	205,000
Net cash used in investing activities	​	​	(542,971)	​	​	(565,000)	​	​	(1,107,971)
​	​	​	​	​	​	​	​	​	​
Net increase (decrease) in cash and cash equivalents	​	​	(1,365,666)	​	​	(565,000)	​	​	(1,930,666)
Cash and cash equivalents at end of period	​	​	1,934,816	​	​	(565,000)	​	​	1,369,816

​

We will revise the historical Consolidated Statements of Cash Flows for the March 31, 2021, June 30, 2021 and September 30, 2021 periods presented in previously issued financial statements in the Company’s future Form 10-Q filings to reflect the impact of the revisions.

​

​

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