Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2022 vs FY2021

The [added: impacts of the] COVID-19 pandemic [removed: has] [added: and the associated debt we incurred related to the COVID-19 pandemic have] also had the effect of heightening many of the risks described below.

[removed: The current, and uncertain future, impact of] [added: Public health crises, including] the COVID-19 pandemic, [removed: including its effect on] [added: have had, and may in] the [removed: ability or desire of people to travel (including on cruises), is expected to continue to] [added: future have, a significant] impact [added: on] our [added: financial condition,] results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price.

The COVID-19 pandemic has had, and [removed: is expected to] [added: may] continue to have, significant negative impacts on all aspects of our [removed: business.][added: business, and a future pandemic or other public health crisis could have a similar effect.]

We began resuming cruise voyages in July 2021 in a phased manner [removed: as part] [added: and completed the phased relaunch] of our [removed: return to service plan.][added: entire fleet in early May 2022.]

[removed: In addition, we] [added: We] have been, and [removed: will continue to] [added: may in the future] be, [removed: further negatively impacted by related developments, including] [added: subject to] heightened governmental regulations, travel advisories, travel bans and [removed: restrictions, including those implemented by the U.S. Department of State, the CDC, the Department of Homeland Security and other state, Federal and international governments and regulators, each of which has impacted,] [added: restrictions that have] and [removed: is expected to continue to] [added: could] significantly [removed: impact,] [added: impact our] global guest sourcing and our access to various ports of call around the globe.

We have had instances of COVID-19 on our ships and there is no guarantee that the health and safety protocols we implement will be successful in preventing the spread of [removed: COVID-19] [added: pandemics] onboard our ships and among our passengers and crew.

To date, the COVID-19 pandemic has resulted in significant costs and lost revenue as a result [removed: of] [added: of, among other things,] the suspension of cruise voyages, implementation of additional health and safety measures, reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or [removed: destinations, protected commissions, costs to return our passengers to their home] destinations and [removed: expenses to transport our crew to and from our ships and to assist some of our crew with quarantine or isolation and food and housing in the event they are prevented from returning home in an optimal time frame.][added: protected commissions.]

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

[removed: In particular,] [added: It may take us longer than expected to return to historical occupancy levels and] our [removed: bookings] [added: occupancy levels] may be negatively impacted by [removed: enhanced health and safety protocols, including vaccination requirements,] concerns that cruises are susceptible to the spread of infectious [removed: diseases] [added: diseases, disruptions to travel due to travel restrictions, health concerns, or other factors,] as well as adverse changes in the perceived or actual economic [removed: climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from] [added: climate due to] the impact of [removed: COVID-19.][added: COVID-19 or other future pandemics or other public health crises.]

COVID-19 has also had the effect of heightening many of the other risks described herein, such as those relating to our need to generate sufficient cash flows to service our indebtedness, [removed: and] our ability to comply with the covenants contained in [removed: the agreements that govern our indebtedness.]

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

If our [removed: phased restart] [added: results] of [removed: cruise] operations [removed: does] [added: and financial performance do] not [removed: resume] [added: recover] as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities.

Financial covenants include free liquidity of no less than [removed: $200,000,000] [added: $250,000,000] at all times, a total net funded debt to total capitalization ratio of less than [removed: 0.86] [added: 0.93] to 1.00 [removed: on] [added: for the quarter ending] March 31, 2023, [removed: 0.85] [added: 0.92] to 1.00 [removed: on] [added: for the quarter ending] June 30, [added: 2023, 0.91 to 1.00 for the quarters ending September 30, 2023, December 31,] 2023 and [removed: 0.83] [added: March 31, 2024, 0.90] to 1.00 [removed: at] [added: for] the [removed: end of each fiscal] quarter [removed: thereafter] [added: ending June 30, 2024, 0.88 to 1.00 for the quarter ending September 30, 2024] and [added: 0.87 to 1.00 for the quarter ending December 31, 2024 and] an EBITDA to consolidated debt service ratio of at least 1.25 to 1.00 at the end of each fiscal quarter unless free liquidity is greater than or equal to [removed: $200,000,000] [added: $300,000,000] at that time.

The testing of the covenants under the Senior Secured Credit Facility [added: was suspended to and including December 31, 2022, with the exception of the free liquidity test.]

Although we resumed our cruise voyages on a limited basis in July [removed: 2021, if we are unable to re-commence] [added: 2021 and completed the re-launch of] our [removed: normal operations] [added: full fleet] in [removed: the time period and manner expected or] [added: May 2022,] if we must again pause our [removed: voyages,] [added: voyages or if our results of operations and financial performance do not recover as planned,] we may be out of compliance with some or all of the maintenance and financial covenants in certain of our debt facilities.

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

The ability to raise additional financing depends on numerous factors that are outside of our control, including general economic and market conditions, the health of financial institutions, our [removed: credit ratings and investors’ and lenders’ assessments of our prospects and the prospects of the cruise industry in general, all of which may be impacted by the COVID-19 pandemic.]

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

Such disruptions could cause counterparties under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees to be unable to perform their obligations or to breach their obligations to us under our contracts with them, which could include failures of financial institutions to [removed: fund required borrowings under our loan agreements and to pay us amounts that may become due under our derivative contracts and other agreements.]

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

[added: fund required borrowings] under our [removed: derivative contracts] [added: loan agreements] and to pay [added: us] amounts that may become due under [added: our derivative contracts and] other agreements.

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

We [removed: plan] [added: have begun] to transition away from LIBOR as a reference rate [added: and will continue to do so] in the coming months.

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

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

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

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

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

[removed: Terrorist] [added: Global events and conditions, including terrorist] acts, armed [removed: conflict and threats thereof,] [added: conflicts,] acts of piracy, and other international events impacting the security of travel [added: or the global economy, or threats thereof,] could adversely affect [removed: the demand for cruises.][added: our business.]

[removed: The] [added: Global events and conditions, including the] threat or possibility of future terrorist acts, [removed: an outbreak] [added: outbreaks] of hostilities or armed [removed: conflict abroad or the possibility or fear of such events,] [added: conflict,] political unrest and instability, the issuance of [added: government] travel advisories or elevated [removed: national] threat [removed: warnings by national governments, an increase] [added: warnings, increases] in the activity of pirates, and other geo-political [removed: uncertainties] [added: uncertainties, or the possibility or fear of such events,] have had in the past and may again in the future have an adverse impact on [removed: the demand for cruises, and consequently, the pricing for cruises.][added: our business.]

Decreases in demand for cruise vacations could result in price [removed: discounting,] [added: discounting or lower Occupancy Percentages,] which, in turn, could reduce the profitability of our business.

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

[removed: Ships] in our fleet that do not have exhaust gas cleaning systems, and in specified areas even ships with exhaust gas cleaning systems, will be required to use low-sulfur fuels.

We [removed: may] also [added: expect to] be required to use alternate fuel sources in the future as additional regulations aimed at reducing carbon intensity are introduced or in order to achieve any emissions [removed: reductions] [added: reduction] targets we [added: have and] may [added: in the future] adopt.

[removed: For example,] [added: In 2021,] the IMO adopted two [removed: new] requirements [removed: going] [added: that went] into effect in 2023, the Carbon Intensity Indicator [added: (the “CII”)] and Energy Efficiency Ship Index [added: (the “EEXI”),] which each regulate carbon emissions for ships.

In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, [removed: or] other “force majeure” events that are beyond our control and the control of shipyards or subcontractors, [added: or changes to technical specifications due to regulatory changes, sustainability initiatives or other strategic initiatives] could also delay or prevent the newbuild delivery, refurbishment and repair and maintenance of our ships.

Any termination or breach of contract following such an event may result in, among other things, the forfeiture of [added: prior deposits or payments made by us, potential claims and impairment of losses.]

Additional risks include imposition of trade barriers, withholding and other taxes on remittances and other payments by subsidiaries and changes in and application of foreign [removed: taxation structures, including value added taxes.]

Our [added: failure or] inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations.

This may require significant efforts on the part of our management team, and our [added: failure or] inability to hire a sufficient number of qualified crew members would adversely affect our business.

We have also been, and may continue to be, negatively impacted by adverse impacts to our travel agencies and suppliers due to COVID-19, and we may experience similar impacts in the event of a future pandemic or other public health crises.

As a result of the impacts of COVID-19, certain of our credit card processors currently hold cash collateral reserves.

the agreements that govern our indebtedness and our access to raise additional capital in the future.

credit ratings and investors’ and lenders’ assessments of our prospects and the prospects of the cruise industry in general.

In addition, uncertainty as to the nature of a potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities linked to such benchmarks.

However, we cannot predict the timing of these developments or their impact on our indebtedness or financial condition.

For example, currently and in the past, regulatory changes, the COVID-19 pandemic, armed conflicts and damages to ports from hurricanes have prohibited our cruise voyages from visiting certain regions, including Cuba, Russia, Japan and some ports in the Caribbean.

Any of these events or conditions may adversely affect demand for, and by extension pricing of, our cruises.

Such events or conditions may also have downstream effects on the global economic environment, including increased fuel and commodity pricing, supply chain shortages, labor shortages, volatility in the global capital markets, contraction of the global economy leading to decreased consumer discretionary spending, and other effects impossible to predict at this time.

Armed conflicts, including Russia’s ongoing invasion of Ukraine, have also impacted, and could in the future impact, our profitability and product offering by limiting the destinations to which we can travel and our operations by making it more difficult to source crew members and third-party vendors from affected regions and making it more difficult or costly to source goods we need to run our operations or to build or maintain our ships.

Further, the Russia-Ukraine conflict has contributed to extreme volatility in the global financial markets and has had, and is expected to continue to have, further global economic consequences, including disruptions of the global supply chain and energy markets and heightened volatility of commodity fuel prices.

Such volatility or disruptions have had, and may continue to have, adverse consequences to our business, our suppliers and our customers.

If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to

obtain in a timely manner or on favorable terms, more costly or more dilutive.

Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy, capital markets or commodity fuel prices resulting from the conflict in Ukraine or any other geopolitical tensions.

However, the significant drop in demand for high-sulfur fuel due to the previous pandemic-related pause in operations has made it more difficult to source high-sulfur fuel going forward, which may increase our fuel costs.

Ships

The impacts of COVID-19, Russia’s invasion of Ukraine, modifications the Company plans to make to its newbuilds, including initiatives to improve environmental sustainability, and other macroeconomic events have resulted in some delays in expected ship deliveries, and may result in additional delays in ship deliveries in the future, which may be prolonged.

taxation structures, including value added taxes.

For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to environmental concerns.

These investments may have costs beyond our expectations and may not ultimately benefit us as expected.

The actions we take to meet our emissions reduction goals and requirements are expected to result in delays to our shipbuilding program.

Our ability to achieve our sustainability commitments and goals will depend on a number of variable factors, some of which are outside of our control.

We may

fall short of any sustainability goals we set, including those disclosed in this report, which may result in negative impacts to our reputation, financial condition and results of operations.

If these suits are successful after we have exhausted our ability to appeal, we may be required to pay substantial monetary damages.

To the extent

A weaking of the U.S. dollar against the euro would have a negative impact on our financial performance to the extent that these contracts have not been hedged.

The IMO, a United Nations agency with responsibility for the safety and security of shipping and the prevention of marine pollution by ships, the Council of the

In addition, in December 2022, the European Parliament, the Council of the European Union, and the European Commission reached an agreement on including the maritime transport sector in the E.U.’s carbon dioxide Emissions Trading System.

Compliance with such laws and regulations are expected to entail significant expenses for a combination of: ship modifications, purchases of emissions allowances, alternative fuels and higher-cost compliant newbuilds.

For example, the Organization for Economic Co-operation and Development and numerous jurisdictions (including the United Kingdom) have had an increased focus on issues concerning the taxation of multinational businesses and several related reforms have been put forth (including the implementation of a global minimum tax rate of at least 15% for large multinational businesses), which could have a negative effect on our business, financial condition and results of operations.

If such entities cannot establish compliance with these

*​*

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

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

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

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

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

We expect to continue to incur significant COVID-19 related costs in relation to these regulations and as we implement and maintain health-related protocols on our ships, such as controlled capacity and testing, which have had and may continue to have a significant effect on our operations.

Our ability to transport crew to and from our ships is dependent on a number of factors, including the ability to transport crew members to and from their home countries due to the limited number of commercial flights and charter options available, and governmental restrictions and regulations with respect to disembarking crew members and travel generally.

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

Such restrictions on crew travel and challenges in making sure our crew members have been vaccinated has impacted and could continue to impact our ability to staff our ships as operations continue to resume.

Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations.

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

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

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

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

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

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

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

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

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

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

Depending on the timing for bringing our full fleet back in service and number of cancellations, we may be required to provide cash refunds for a substantial portion of the balance of our advance ticket sales.

Moreover, our ability to attract and retain guests and crew depends, in part, upon the perception and reputation of our Company and our brands and the public’s concerns regarding the health and safety of travel generally, as well as regarding the cruise industry and our ships.

Actual or perceived risk of infection could have an adverse effect on the public’s perception of the Company, which could harm our reputation and business.

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

As a

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

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

As a consequence, our financial position and liquidity could be further materially impacted.

As a result of all of the foregoing, we expect to report a net loss until we are able to resume regular voyages.

Our ability to forecast our cash inflows and additional capital needs is hampered, and we could be required to raise additional capital in the future.

Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, the terms and conditions of our existing debt agreements and any agreements governing future indebtedness, our prospects and our credit ratings.

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

If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be further negatively impacted.

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

The agreements governing our indebtedness contain, and any instruments governing future indebtedness of ours may contain, covenants that impose significant operating and financial restrictions on us, including restrictions or prohibitions on our ability to, among other things: incur or guarantee additional debt or issue certain preference shares; pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the ability of our subsidiaries to pay dividends or make distributions to us; repurchase or redeem capital stock or subordinated indebtedness; make certain investments or acquisitions; transfer, sell or create liens on certain assets; and consolidate or merge with, or sell or otherwise dispose of all or substantially all of our assets to other companies.

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

The terms of any instruments governing future indebtedness may also require us to provide incremental collateral, which may further restrict our business operations.

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

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months; however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages [removed: will be] [added: was] phased in [removed: gradually] [added: gradually, with full operation of our fleet resumed in May 2022] as described under “—Update Regarding COVID-19 Pandemic” below.

Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and [removed: photo] [added: Wi-Fi] services.

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

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

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

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

Our projected liquidity requirements [added: also] reflect our principal assumptions surrounding ongoing operating costs, as well as liquidity requirements for financing costs and necessary capital expenditures.

We have made reasonable estimates and judgments of the impact of [removed: COVID-19] [added: these events] within our financial [removed: statements and] [added: statements; however,] there may be material changes to those estimates in future periods.

We determine the weighted average useful lives of our ships based primarily on our estimates of the [added: costs and] useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and [removed: hull.][added: hull, and their related proportional weighting to the ship as a whole.]

The useful lives of [added: components of new ships and] ship improvements are estimated based on the economic lives of the new components.

In addition, to determine the useful lives of the [removed: ship or] [added: major components of new ships and] ship [removed: components,] [added: improvements,] we consider the impact of the historical useful lives of similar assets, manufacturer recommended [removed: lives] [added: lives, planned maintenance programs] and anticipated changes in technological conditions.

If we reduced our estimated weighted average [removed: 30-year] ship service life by one year, depreciation expense for the year ended December 31, [removed: 2021] [added: 2022] would have increased by [removed: $16.2] [added: $18.8] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $76.4] [added: $82.8] million.

As part of our analysis, we performed an assessment of [removed: the] [added: current factors compared to] key assumptions impacting the quantitative tests performed in [removed: 2020 and performed sensitivities on cash flow projections, discount rates and royalty rates.][added: 2020.]

As of December 31, [removed: 2021,] [added: 2022,] there was $98.1 million of goodwill remaining for the Regent Seven Seas reporting unit.

Trade names were $500.5 million as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] our annual impairment reviews support the carrying values of these assets.

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

We [added: also] utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis.

In measuring our ability to control costs in a manner that positively impacts [removed: net income,] [added: our results of operations,] we believe changes in [added: Adjusted Gross Margin,] Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

[removed: In order to monitor results excluding these fluctuations, we calculate certain non-GAAP measures on a Constant] Currency basis, whereby current period revenue and expenses denominated in foreign currencies are converted to U.S. dollars using currency exchange rates of the comparable period.

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

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

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

For example, for the year ended December 31, [removed: 2020,] [added: 2022,] we incurred [removed: $1.6 billion] [added: $12.1 million] related to [removed: impairment losses.][added: restructuring costs or charges.]

We included this as an adjustment in the reconciliation of Adjusted Net [removed: Income (Loss)] [added: Loss] since the expenses are not representative of our day-to-day operations; however, this adjustment did not occur and is not included in the comparative period presented within this Form 10-K.

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

[removed: Our brands] [added: We] have launched cancellation policies for certain sailings booked during certain time periods to permit [removed: our] [added: certain] guests to cancel cruises which were not part of a temporary suspension of voyages up to 15 days [removed: or 48 hours prior, depending on the brand,] [added: prior] to embarkation [added: for cruises embarking prior to December 31, 2022 or in the event of a positive COVID-19 test] and receive a refund in the form of a credit to be applied toward a future cruise.

The future cruise credits [added: that have been] issued [removed: under these programs] [added: as face value reimbursement for cancelled bookings due to COVID-19] are generally valid for any sailing through [removed: December 31, 2022,] [added: June 30, 2023,] and we may [added: further] extend the length of time these future cruise credits may be redeemed.

[removed: Our] [added: Net booking volumes continue to be at the pace needed to reach historical Occupancy levels for the second quarter of 2023 and beyond; however, our] full fleet may not [removed: resume operations] [added: achieve historical Occupancy levels] on our expected schedule and as a result, current booking data may not be informative.

In addition, because of our [removed: updated] cancellation policies, bookings may not be representative of actual cruise revenues.

There are [removed: remaining] uncertainties about when our full fleet will be back [removed: in service] at historical occupancy levels and, accordingly, we cannot estimate the impact on our business, financial condition or near- or longer-term financial or operational results with certainty; however, we [removed: expect to] [added: will] report a net loss [removed: until we are able to resume regular voyages.][added: for the first quarter of 2023.]

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

In an attempt to mitigate risks related to inflation, our [removed: Supply Chain Department] [added: supply chain department] has negotiated contracts with varying terms, with a goal of providing us with the ability to take advantage of cost [removed: declines,] [added: declines when they occur,] and diversified our sourcing options.

Total revenue [removed: decreased 49.4%] [added: increased 647.5%] to [removed: $0.6] [added: $4.8] billion for the year ended December 31, [removed: 2021] [added: 2022] compared to [removed: $1.3] [added: $0.6] billion for the year ended December 31, [removed: 2020.][added: 2021.]

For the year ended December 31, [removed: 2020,] [added: 2022,] we had net loss and diluted EPS of [removed: $(4.0)] [added: $(2.3)] billion and [removed: $(15.75),] [added: $(5.41),] respectively.

Operating loss decreased [removed: 26.7%] [added: 39.2%] to [removed: $(2.6)] [added: $(1.6)] billion for the year ended December 31, [removed: 2021] [added: 2022] from [removed: $(3.5)] [added: $(2.6)] billion for the year ended December 31, [removed: 2020.][added: 2021.]

We had Adjusted Net Loss and Adjusted EPS of [removed: $(2.9)] [added: $(1.9)] billion and [removed: $(8.07),] [added: $(4.64),] respectively, for the year ended December 31, [removed: 2021,] [added: 2022,] including [removed: $1.6] [added: $0.3] billion of adjustments primarily consisting of losses on the extinguishment and modification of [removed: debt,] [added: debt and share-based compensation,] compared to Adjusted Net Loss and Adjusted EPS of [removed: $(2.2)] [added: $(2.9)] billion and [removed: $(8.64),] [added: $(8.07),] respectively, for the year ended December 31, [removed: 2020.][added: 2021.]

A [removed: 65.0% decrease] [added: 60.9% improvement] in Adjusted EBITDA was incurred for the same period.

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

We believe that the following

The level of occupancy on our ships will depend on a number of factors including, but not limited to, the conditions discussed below under “Macroeconomic Trends and Uncertainties”, further resurgences of COVID-19 or the emergence of other public health crises and any related governmental regulations and new health and safety protocols, port availability, travel restrictions, bans and advisories, and our ability to staff our ships.

In addition, as a result of conditions associated with the COVID-19 pandemic and other global events, such as Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates.

These conditions have resulted, and may continue to result, in increased expenses and also have impacted travel and consumer discretionary spending.

| | ● | Expected sustained higher fuel prices and the impact of inflation. |

We cannot make assurances that our assumptions used to estimate our liquidity requirements will not change materially due to the dynamic nature of the current economic landscape.

Accordingly, the full effect of the COVID-19 pandemic and other global events impacting macroeconomic conditions and travel and consumer discretionary spending, including Russia’s ongoing invasion of Ukraine, on our financial performance and financial condition cannot be quantified at this time.

We have taken actions to improve our liquidity, including completing various capital market and financing transactions and making capital expenditure and operating expense reductions, and we expect to continue to pursue further opportunities to improve our liquidity.

Our residual value is established based on our long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives.

In the third quarter of 2022, the Company took delivery of Norwegian’s first Prima Class Ship.

Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Prima Class Ships a weighted-average

useful life of 35 years with a residual value of 10%.

We utilize Adjusted Gross Margin to manage our business on a day-to-day basis because it reflects revenue earned net of certain direct variable costs.

In order to monitor results excluding these fluctuations, we calculate certain non-GAAP measures on a Constant

Safe Resumption of Operations

In early May 2022, we completed the phased relaunch of our entire fleet with all ships now in operation with guests on board.

Occupancy levels have sequentially increased in recent quarters, most recently averaging 87% in the fourth quarter 2022, with the Company expecting to return to historical Occupancy levels for the second quarter of 2023.

During 2022, we benefitted from significant improvements in the public health environment which allowed for the removal of most COVID-19 related health and safety protocols by year-end, unless required by local jurisdictions.

For example, in July 2022, the CDC announced that its voluntary COVID-19 Program for Cruise Ships Operating in U.S. Waters was no longer in effect.

We will continue to modify and evolve our health and safety protocols as needed along with the broader public health and regulatory environments.

We continue to prioritize the health and safety of our guests, crew and communities we visit and follow applicable travel guidelines and local protocols as required by the ports and destinations we visit.

The relaxation of protocols, continued easing of travel restrictions and reopening of most ports around the globe to cruise ships has improved travel experiences, expanded the addressable cruise market, allowed us to expand the variety of our itineraries and provided additional catalysts on the road to recovery.

Standard payment schedules and cancellation penalties apply for all sailings after December 31, 2022.

Financing Transactions

In 2022 and 2023, we continued to take actions to bolster our financial condition as part of our long-term post-pandemic financial recovery strategy.

In December 2022, we amended the Senior Secured Credit Facility to extend approximately $1.4 billion of maturities by one year to January 2025.

The amendment also updated certain financial covenants and increased our ability to incur additional debt.

Each of our export-credit backed facilities were also amended to conform the financial covenants with the Senior Secured Credit Facility.

In February 2023, a commitment of $82.5 million in aggregate principal amount of the Revolving Loan Facility that was not previously extended was obtained to assign the commitment to a new lender under the same terms as the extending lenders.

In February 2023, NCLC issued $600 million aggregate principal amount of 8.375% senior secured notes due 2028.

The proceeds from the notes were used to repay the loans outstanding under our Term Loan A Facility that otherwise would have become due in January 2024, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.

In July 2022, we amended our $1 billion commitment, which provided additional liquidity to the Company through March 31, 2023.

In February 2023, the commitment was further extended through February 2024, with an option for NCLC to further extend the commitments through February 2025 at its election.

Simultaneously, the amount of the commitment was reduced to $650 million, which may be drawn in up to two draws, and in connection with the execution of the amended commitment letter, NCLC issued $250 million aggregate principal amount of senior secured notes due 2028.

NCLC will use the net proceeds for general corporate purposes.

In February 2023, NCLC entered into a Backstop Agreement with MS, pursuant to which MS has agreed to provide backstop committed financing to refinance and/or repay in whole or in part up to $300 million of amounts outstanding under the Senior Secured Credit Facility.

The Company entered the year with a record cumulative booked position of approximately 62% for full year 2023, in line with previously outlined expectations and within the Company’s optimal 60% to 65% range, and at higher prices than 2019 at a similar point in time.

Booking volumes have accelerated in recent months buoyed by strong WAVE season demand.

The Company’s brands achieved several booking records in recent months including at Norwegian Cruise Line which reached an all-time record booking month in November, boosted by Black Friday and Cyber Monday, which was subsequently exceeded in January 2023.

As a result, full year 2023 cumulative booked position is ahead of 2019 levels inclusive of the Company’s approximately 19% increase in capacity, at continued higher pricing.

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

financial statements.

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

Due 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, we cannot predict with certainty when our full fleet will be back in service at historical occupancy levels.

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

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

The Company has taken and will continue to take proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of COVID-19.

As a result of our voluntary suspension of sailings from March 2020 until July 2021, we did not have any Capacity Days during the suspension period.

Accordingly, we have not presented herein per Capacity Day data for the years ended December 31, 2021 or 2020.

​

Suspension of Cruise Voyages

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

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

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

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

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

Refer to “Item 1A.

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

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

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

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

We currently remain opted into the Program.

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

As a result of the unprecedented circumstances caused by the pandemic, we are not able to predict the full impact of the pandemic on our Company.

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

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

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

In addition, to provide more flexibility to our guests, we have also extended our modified 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 now requires payment 60 days prior to embarkation versus the standard 120 days.

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

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

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

As a result, the Company’s current cumulative booked position for the first half of 2022 is below the strong levels of 2019 at higher prices even when including the dilutive impact of future cruise credits, while booked position for the second half, when the full fleet is expected to be back in operation, is in line with the comparable 2019 period and at higher prices, also including the impact of future cruise credits.

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

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

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

Financing Transactions and Cost Containment Measures

In 2021 and 2022, we continued to take actions to bolster our financial condition while our global cruise voyages are disrupted.

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

| | ● | In March 2021, we received additional financing through various debt financings and an equity offering, collectively totaling $2.7 billion in gross proceeds. From the proceeds, approximately $1.5 billion was used to extinguish debt. |

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

As of December 31, 2021, 72% of our debt was fixed and 28% was variable, which includes the effects of [removed: the] [added: an] interest rate [removed: swap.][added: swap that matured during the year ended December 31, 2022.]

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

The change in our fixed rate percentage from December 31, [removed: 2020] [added: 2021] to December 31, [removed: 2021] [added: 2022] was primarily due to the [removed: maturity] [added: addition] of [removed: interest] [added: fixed] rate [removed: swaps.][added: debt.]

Based on our December 31, [removed: 2021] [added: 2022] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $35.6] [added: $34.1] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2021,] [added: 2022,] we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

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

[removed: As of December 31, 2020, the] [added: The] payments not hedged [removed: aggregated €5.0] [added: aggregate €4.5] billion, or [removed: $6.1 billion,] [added: $4.8 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2020.][added: 2022.]

We estimate that a 10% change in the euro as of December 31, [removed: 2021] [added: 2022] would result in a [removed: $0.6] [added: $0.5] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 18.8%] [added: 16.1%] for the year ended December 31, [removed: 2021] [added: 2022] and [removed: 15.6%] [added: 18.8%] for the year ended December 31, [removed: 2020.][added: 2021.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2021, excluding fuel swaps for transactions that are no longer probable of occurrence,] [added: 2022,] we had hedged approximately [removed: 42% and 24%] [added: 50%] of our [removed: 2022 and] 2023 projected metric tons of fuel [removed: purchases, respectively.][added: purchases.]

As of December 31, [removed: 2020,] [added: 2021,] we had hedged approximately [removed: 37% and 15%] [added: 24%] of our [removed: 2022 and] 2023 projected metric tons of fuel [removed: purchases, respectively.][added: purchases.]

Additional fuel swaps were executed between December 31, [removed: 2020] [added: 2021] to December 31, [removed: 2021] [added: 2022] to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2022] [added: 2023] fuel expense by [removed: $63.3] [added: $67.7] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $33.1] [added: $38.2] million.

As of December 31, 2022, 75% of our debt was fixed and 25% was variable.

The change from December 31, 2021 to December 31, 2022 was due to the addition of foreign currency forwards and the delivery of Norwegian Prima.

As of December 31, 2021, we had an interest rate swap to hedge our exposure to interest rate movements and to manage our interest expense.

As of December 31, 2020, 74% of our debt was fixed and 26% was variable, which includes the effects of the interest rate swaps and collars.

The notional amount of outstanding debt associated with the interest rate derivative agreements was $0.7 billion as of December 31, 2020.

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

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 28] [added: 29] ships with approximately [removed: 59,150] [added: 62,000] Berths and had orders for [removed: nine] [added: eight] additional ships to be [removed: delivered through 2027.][added: delivered.]

We have [removed: nine] [added: eight] ships on order across our portfolio of brands.

For the Norwegian brand, we have [removed: six] [added: five] Prima Class Ships on order, with [removed: expected] [added: currently scheduled] delivery dates from [removed: 2022] [added: 2023] through [removed: 2027.][added: 2028.]

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

[removed: 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,] [added: These] and [removed: the] [added: other] impacts [removed: of COVID-19] could result in additional delays in ship deliveries in the future, which may be prolonged.

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

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Update Regarding COVID-19 Pandemic”] [added: Operations—Liquidity and Capital Resources”] for [removed: additional information.][added: more detail regarding our financial action plan.]

[removed: *Addressed] [added: Strategy for] Significant Operational [removed: Challenges*][added: Challenges]

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

[removed: *Resumption] [added: Safe Resumption] of [removed: Operations*][added: Operations]

The [removed: timing for returning ships to service, the] level of occupancy on our ships [removed: 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 [removed: and new more contagious and/or vaccine-resistant variants] of [removed: COVID-19,] [added: COVID-19 or] the [removed: availability, distribution, rate] [added: emergence] of [added: other] public [removed: acceptance and efficacy of vaccines and therapeutics for COVID-19,] [added: health crises,] our ability to comply with governmental regulations and implement new health and safety protocols, port availability, travel restrictions, bans and [removed: advisories and] [added: advisories,] our ability to [removed: re-staff] [added: staff] certain [removed: ships.][added: ships and additionally the impact of other events impacting travel or consumer discretionary spending, such as Russia’s ongoing invasion of Ukraine, and general macroeconomic conditions discussed below under “Macroeconomic Trends and Uncertainties.”]

| Norwegian Prima [removed: (2)] | ​ | 2022 | ​ | The Bahamas, Bermuda, [added: Canada & New England,] Caribbean, Europe | ​ |

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

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

| Norwegian Getaway | ​ | 2014 | ​ | The Bahamas, Bermuda, [added: Canada & New England,] Caribbean, Europe | ​ |

| Norwegian Jewel | ​ | 2005 | ​ | Alaska, [added: Asia,] Caribbean, Central America, [removed: Hawaii,] Mexico-Pacific, U.S. West Coast | ​ |

| Norwegian Dawn | ​ | 2002 | ​ | [added: Africa, Asia,] Caribbean, Europe | ​ |

| Norwegian Sun | ​ | 2001 | ​ | Alaska, [removed: Asia] [added: Asia, Central America, South America, U.S. West Coast] | ​ |

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

| Norwegian Spirit | ​ | 1998 | ​ | Alaska, [added: Asia,] Australia & New Zealand, Hawaii, South Pacific | ​ |

| Oceania Riviera | ​ | 2012 | ​ | Africa, [added: Alaska,] Asia, [added: The Bahamas,] Bermuda, Caribbean, Europe | ​ |

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

| Oceania Nautica | ​ | 2000 | ​ | Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, [added: Central America,] Europe, [added: Hawaii,] South America, South Pacific | ​ |

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

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

| Seven Seas Grandeur (4) | ​ | 2023 | ​ | The Bahamas, Bermuda, [added: Canada & New England,] Caribbean, Central America, Europe, Mexico-Pacific | ​ |

| Seven Seas Splendor | ​ | 2020 | ​ | [added: Antarctica,] The Bahamas, Bermuda, [added: Canada & New England,] Caribbean, Central America, Europe, Mexico-Pacific, South America | ​ |

| Seven Seas Voyager | ​ | 2003 | ​ | Africa, Antarctica, Bermuda, [removed: Caribbean,] Europe, South America | ​ |

| (2) | The [removed: first and] second of the Prima Class Ships, which [removed: are] [added: is] expected to be delivered in the summer of [removed: 2022 and spring of 2023, respectively.] [added: 2023.] |

Our portfolio of ships is comprised of a young and enhanced [removed: 28-vessel] [added: 29-vessel] fleet.

We have done so through ship refurbishments, enhancements to dining and entertainment [added: and enrichment] offerings, expansion of immersive shore excursion [added: and land program] offerings and more.

The Norwegian, Oceania Cruises and Regent brands all offer a high level of onboard [removed: service.][added: service and we collaborate amongst our brands to provide an enhanced guest experience.]

In addition, [removed: 11] [added: 12] of Norwegian’s ships offer The Haven, a key-card access enclave on the upper decks with luxurious suite accommodations, exclusive amenities, and 24/7 butler and concierge service.

On board Norwegian Epic, the Breakaway Class [removed: Ships and] [added: Ships,] the Breakaway Plus Class [removed: Ships,] [added: Ships and the Prima Class Ship,] The Haven also includes a private lounge and fine dining restaurant.

The spacious and elegant accommodations on Oceania Cruises’ six award-winning [removed: ships, the 684-Berth Regatta, Insignia, Sirena and Nautica, and the 1,250-Berth Marina and Riviera,] [added: ships] range from 143-square foot inside staterooms to opulent 2,030-square foot owner suites.

We manage our ships’ deployments to promote a better breadth of itineraries, sell cruises further in advance and maximize [removed: profitability.][added: profitability while also considering our efforts to reduce greenhouse gas emissions.]

[removed: fleet has] [added: We offer] a [added: diverse selection of premium itineraries with] worldwide [removed: deployment, offering] [added: deployment and] voyages ranging from three days to a 180-day around-the-world cruise.

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

This [removed: new] exclusive oceanfront lagoon area includes private beachfront villas, a Mandara Spa with beachfront treatments as well as the exclusive Moët & Chandon Bar and upscale Silver Cove Restaurant and Bar.

The 38 luxury air-conditioned villas range from studios to larger one-and-two-bedroom villas, all of which include [added: a] private bathroom, daybed, club chairs, televisions with on-demand entertainment, outdoor patio and lounge seating, retractable glass walls providing unobstructed views and access to the private beachfront lagoon.

In early May 2022, we completed the phased relaunch of our entire fleet with all ships now in operation with guests on board.

We have converted some double occupancy cabins to studio cabins and we expect to convert approximately 900 additional cabins in early 2023.

Additionally, in February 2023, we amended the delivery dates of the last two Prima Class Ships to 2027 and 2028.

These ships will be lengthened and re-configured to accommodate the use of methanol as an alternative fuel source in the future.

While additional modifications will be needed in the future to fully enable the use of methanol in addition to traditional marine fuel, this reinforces our commitment to reduce greenhouse gas emissions.

Corporate Information

In early May 2022, we completed the phased relaunch of our entire fleet with all ships now in operation with guests on board.

Occupancy levels have sequentially increased in recent quarters, most recently averaging 87% in the fourth quarter 2022, with the Company expecting to return to historical Occupancy levels for the second quarter of 2023.

During 2022, we benefitted from significant improvements in the public health environment which allowed for the removal of most COVID-19 related health and safety protocols by year-end, unless required by local jurisdictions.

For example, in July 2022, the CDC announced that its voluntary COVID-19 Program for Cruise Ships Operating in U.S. Waters was no longer in effect.

We will continue to modify and evolve our health and safety protocols as needed along with the broader public health and regulatory environments.

We continue to prioritize the health and safety of our guests, crew and communities we visit and follow applicable travel guidelines and local protocols as required by the ports and destinations we visit.

The relaxation of protocols, continued easing of travel restrictions and reopening of most ports around the globe to cruise ships has improved travel experiences, expanded the addressable cruise market, allowed us to expand the variety of our itineraries and provided additional catalysts on the road to recovery.

In 2022 and 2023, we continued to take actions to bolster our financial condition as part of our long-term post-pandemic financial recovery strategy.

In December 2022, we amended the Senior Secured Credit Facility to extend approximately $1.4 billion of maturities by one year to January 2025.

The amendment also updated certain financial covenants and increased our ability to incur additional debt.

Each of our export-credit backed facilities were also amended to conform the financial covenants with the Senior Secured Credit Facility.

In February 2023, a commitment of $82.5 million in aggregate principal amount of the Revolving Loan Facility that was not previously extended was obtained to assign the commitment to a new lender under the same terms as the extending lenders.

In February 2023, NCLC issued $600 million aggregate principal amount of 8.375% senior secured notes due 2028.

The proceeds from the notes were used to repay the loans outstanding under our Term Loan A Facility that otherwise would have become due in January 2024, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.

In July 2022, we amended our $1 billion commitment, which provided additional liquidity to the Company through March 31, 2023.

In February 2023, the commitment was further extended through February 2024, with an option for NCLC to further extend the commitments through February 2025 at its election.

Simultaneously, the amount of the commitment was reduced to $650 million, which may be drawn in up to two draws, and in connection with the execution

of the amended commitment letter, NCLC issued $250 million aggregate principal amount of senior secured notes due 2028.

NCLC will use the net proceeds for general corporate purposes.

In February 2023, NCLC entered into a backstop agreement (the “Backstop Agreement”) with Morgan Stanley & Co., LLC (“MS”), pursuant to which MS has agreed to provide backstop committed financing to refinance and/or repay in whole or in part up to $300 million of amounts outstanding under the Senior Secured Credit Facility.

Operating Efficiency Improvement Initiative

We are currently undergoing a broad and ongoing effort to improve operating efficiencies, including cost minimization initiatives, to strengthen the foundation for sustained, profitable growth and mitigate the impact of inflation and supply chain disruptions.

The Company has various planned initiatives both shoreside and shipboard, either already implemented or in process, which will contribute to this broader efficiency improvement effort while continuing to provide value to our guests.

Russia’s Invasion of Ukraine

The conflict from Russia’s ongoing invasion of Ukraine resulted in the cancellation or modification of approximately 60 sailings in 2022, which included all voyages with calls to ports in Russia.

Three ships were redeployed as a result of the conflict including Norwegian Getaway to Port Canaveral, Oceania Cruises’ Marina to the British Isles and Regent’s Seven Seas Splendor to Northern Europe.

In addition, we have also removed all calls to ports in Russia from our itineraries in 2023 and 2024.

Macroeconomic Trends and Uncertainties

As a result of conditions associated with global events, including the downstream effects of the COVID-19 pandemic and Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates.

Our costs have been, and are expected to continue to be, adversely impacted by these increases.

We have used, and may continue to use, derivative instruments to attempt to mitigate the risk of adverse changes in fuel prices and interest expense.

In an attempt to mitigate risks related to inflation, our supply chain department has negotiated contracts with varying terms, with a goal of providing us with the ability to take advantage of cost declines when they occur, and diversified our sourcing options.

These strategies may not fully offset the impact of current macroeconomic conditions.

Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts that have not been hedged.

At the same time, NCLH contributed $460.0 million to NCLC and the historical financial statements of NCLC became those of NCLH.

The Corporate Reorganization was affected solely for the purpose of reorganizing our corporate structure.

Additional Information

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

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

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

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

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

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

We currently remain opted into the Program.

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

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

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

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

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

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

Strategy for COVID-19

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

_Health and Safety_

In response to the public health environment brought on by the COVID-19 pandemic, we have developed SailSAFETM, a comprehensive and multi-faceted health and safety strategy to enhance our already rigorous protocols and address the unique public health challenges posed by COVID-19.

In July 2020, we announced a collaboration with Royal Caribbean Group to form a group of experts called the “Healthy Sail Panel” to guide the industry in the development of new and enhanced cruise health and safety standards.

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

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

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

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

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

_Port Availability_

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York Stock Exchange was [removed: $10.8] [added: $4.6] billion.

There were [removed: 417,086,224] [added: 421,929,861] ordinary shares outstanding as of February 16, [removed: 2022.][added: 2023.]

Portions of the Proxy Statement for the registrant’s [removed: 2022] [added: 2023] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated by reference in Part III herein.

| [Item 1A.](#Item1ARiskFactors_560063) | [Risk Factors](#Item1ARiskFactors_560063) | [removed: 33] [added: 34] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 67] [added: 66] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 68] [added: 67] |

| [Item 9.](#Item9ChangesInandDisagreementsWithAccoun) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementsWithAccoun) | [removed: 68] [added: 67] |

| [Item 9A.](#Item9AControlsandProcedures_599198) | [Controls and Procedures](#Item9AControlsandProcedures_599198) | [removed: 68] [added: 67] |

| [Item 9B.](#Item9BOtherInformation_195488) | [Other Information](#Item9BOtherInformation_195488) | [removed: 69] [added: 68] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 69] [added: 68] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_706917) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_706917) | [removed: 70] [added: 69] |

| [Item 11.](#Item11ExecutiveCompensation_622713) | [Executive Compensation](#Item11ExecutiveCompensation_622713) | [removed: 70] [added: 69] |

| [Item 12.](#Item12SecurityOwnershipofCertain_548787) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertain_548787) | [removed: 70] [added: 69] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 70] [added: 69] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 70] [added: 69] |

| [Item 15.](#Item15ExhibitsFinancialStatement_319310) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatement_319310) | [removed: 71] [added: 70] |

| [Item 16.](#Item16Form10KSummary_718715) | [Form 10-K Summary](#Item16Form10KSummary_718715) | [removed: 80] [added: 82] |

| [Signatures](#SIGNATURES_43877) | | [removed: 81] [added: 83] |

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

| | ● | [removed: _2024] [added: _Private] Exchangeable [removed: Notes_.] [added: Notes._] On May [removed: 8,] [added: 28,] 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued [removed: $862.5] [added: $400.0] million aggregate principal amount of exchangeable senior notes due [removed: 2024.] [added: 2026. The Private Exchangeable Notes were repurchased in March 2021.] |

| | ● | _2024 Senior Secured Notes_. On May 14, 2020, pursuant to an indenture among NCLC, as issuer, the guarantors party thereto, and U.S. Bank National Association, as trustee and security agent, NCLC issued $675.0 million aggregate principal amount of 12.25% senior secured notes due 2024. [added: All of the outstanding 2024 Senior Secured Notes were redeemed in February 2022.] |

| | ● | _2026 Senior Secured Notes_. On July 21, 2020, pursuant to an indenture among NCLC, as issuer, the guarantors party thereto, and U.S. Bank National Association, as trustee and security agent, NCLC issued $750.0 million aggregate principal amount of 10.25% senior secured notes due 2026. [added: All of the outstanding 2026 Senior Secured Notes were redeemed in February 2022.] |

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

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

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

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

| | ● | _Occupancy [added: or Occupancy] Percentage_. The ratio of Passenger Cruise Days to Capacity Days. A percentage greater than 100% indicates that three or more passengers occupied some cabins. |

| | ● | _Senior Secured Credit Facility._ The Credit Agreement, originally dated as of May 24, 2013, as amended and restated on October 31, 2014, June 6, 2016, October 10, 2017, January 2, 2019 and May 8, 2020, and as further amended on January 29, 2021, March 25, [removed: 2021 and] [added: 2021,] November 12, [removed: 2021,] [added: 2021 and December 6, 2022,] by and among NCLC and Voyager Vessel Company, LLC, as co-borrowers, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and various lenders and agents, providing for a senior secured credit facility consisting of (i) the Revolving Loan Facility and (ii) the Term Loan A Facility. |

| | ● | _Term Loan A Facility_. The senior secured term loan A facility having an outstanding principal amount of approximately $1.5 billion as of December 31, [removed: 2021.] [added: 2022.] |

All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our [removed: ability to weather] [added: expectations regarding] the impacts of the COVID-19 pandemic, [added: Russia’s invasion of Ukraine and general macroeconomic conditions,] our expectations regarding [removed: the resumption of] cruise [removed: voyages and the timing for such resumption of cruise voyages,] [added: voyage occupancy,] the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, plans or goals for our sustainability program and decarbonization efforts, our expectations for future cash flows and profitability, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures) are forward-looking statements.

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

●future increases in the price of, or major [removed: changes] [added: changes, disruptions] or reduction in, commercial airline services;

●adverse events impacting the security of travel, [added: or customer perceptions of the security of travel,] such as terrorist acts, armed [removed: conflict] [added: conflict, such as Russia’s invasion of Ukraine,] and threats thereof, acts of piracy, and other international events;

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

●other factors set forth under “Risk [removed: Factors.”][added: Factors” herein.]

Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 [removed: pandemic.][added: pandemic, Russia’s invasion of Ukraine and the impact of general macroeconomic conditions.]

[removed: These forward-looking] statements speak only as of the date made.

Yes

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

These forward-looking

WEBSITE REFERENCES

In this Annual Report on Form 10-K, we make references to our website at http://www.nclhltd.com.

References to our website through this Form 10-K are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report on Form 10-K

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

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

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

●legislation prohibiting companies from verifying vaccination status;

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

challenges.

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

NCLH’s principal executive offices are located in Miami, Florida where we lease approximately [removed: 376,100] [added: 386,224] square feet of facilities.

As of February 16, [removed: 2022,] [added: 2023,] there were 274 record holders of NCLH’s ordinary shares.

The Stock Performance Graph assumes that $100 was invested at the closing price of our ordinary shares on the [removed: Nasdaq] [added: NYSE] and in each index on the last trading day of fiscal [removed: 2016.][added: 2017.]

[removed: ][added: ]

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of December 31, [removed: 2021.][added: 2022.]

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021,] [added: 2022,] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report and except as disclosed below with respect to our Code of Ethical Business Conduct, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders.

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders.

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders.

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders.

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2021] [added: 2022] in connection with our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders.

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2021] [added: 2022] are included on page [removed: 81.][added: 84.]

| [removed: 4.10] [added: 4.12] | | [Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))](https://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) |

| [removed: 4.11] [added: 4.13] | ​ | [Description of Securities of Norwegian Cruise Line Holdings [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex4d11.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837023002361/nclh-20221231xex4d13.htm)] |

| [removed: 10.1] [added: 10.1] | ​ | [Fourth Amendment Agreement, dated December 23, 2021, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties [removed: thereto#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm)] [added: thereto (incorporated herein by](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm)] |

| [removed: 10.2] [added: 10.2] | ​ | [Fifth Amendment Agreement, dated December 23, 2021, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties [removed: thereto#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d2.htm)] [added: thereto (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d2.htm)] |

| [removed: 10.3] [added: 10.3] | | [Third Supplemental Agreement, dated December 23, 2021, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d3.htm)] [added: agent (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d3.htm)] |

| [removed: 10.4] [added: 10.5] | | [Fourth Supplemental Agreement, dated December 23, 2021, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders therein defined and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d4.htm)] [added: agent (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d4.htm)] |

| [removed: 10.5] [added: 10.6] | | [Amendment [removed: Agreement to Fifth Amended and Restated Credit] Agreement, dated [removed: November 12, 2021,] [added: December 6, 2022,] by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, which amends the Fifth Amended and Restated Credit Agreement, dated May 8, 2020 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: November 15, 2021] [added: December 9, 2022] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921138569/tm2132903d1_ex10-1.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465922125885/tm2232307d1_ex10-1.htm)] |

| [removed: 10.6] [added: 10.7] | | [Fourth Supplemental Agreement, dated December 23, 2021, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d6.htm)] [added: (incorporated herein by reference to Exhibit 10.6 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d6.htm)] |

| [removed: 10.7] [added: 10.9] | ​ | [Fifth Supplemental Agreement, dated December 23, 2021, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: Agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d7.htm)] [added: Agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d7.htm)] |

| [removed: 10.8] [added: 10.10] | | [Amendment and Restatement Agreement, dated as of February 17, 2021, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-3.htm) |

| [removed: 10.9] [added: 10.11] | | [Supplemental Agreement, dated as of December 23, 2021, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d9.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d9.htm)] |

| [removed: 10.10] [added: 10.13] | ​ | [Amendment and Restatement Agreement, dated as of February 17, 2021, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-4.htm) |

| [removed: 10.11] [added: 10.14] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d11.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d11.htm)] |

| [removed: 10.12] [added: 10.19] | | [Amendment and Restatement Agreement, dated as of February 17, 2021, among Explorer [added: II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW [removed: IPEX-Bank] [added: Ipex-Bank] GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of [removed: July 31, 2013] [added: March 30, 2016] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-2.htm)] |

| [removed: 10.13] [added: 10.17] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d13.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d13.htm)] |

| [removed: 10.14] [added: 10.20] | [added: ​] | [removed: [Amendment and Restatement] [added: [Supplemental] Agreement, dated as of [removed: February 17,] [added: December 23,] 2021, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW Ipex-Bank GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends [removed: and restates] the [removed: Loan] [added: Amendment and Restatement] Agreement, [removed: originally] dated as of [removed: March 30, 2016] [added: February 17, 2021] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.15] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-K] filed on [removed: February 23, 2021] [added: March 1, 2022] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-2.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d15.htm)] |

| [removed: 10.15] [added: 10.41] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Explorer [removed: II] [added: III] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as [removed: charterer and] shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, [removed: Société Générale,] [added: BNP Paribas Fortis S.A./N.V.,] HSBC Bank PLC, [removed: and] KfW [removed: Ipex-Bank] [added: IPEX-Bank] GmbH, [added: Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale.,] as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d15.htm)] [added: 2021(incorporated herein by reference to Exhibit 10.29 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d29.htm)] |

| [removed: 10.16] [added: 10.22] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d1.htm) |

| [removed: 10.17] [added: 10.23] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d17.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d17.htm)] |

| [removed: 10.18] [added: 10.25] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d2.htm) |

| [removed: 10.19] [added: 10.26] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d19.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d19.htm)] |

| [removed: 10.20] [added: 10.28] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 6, 2021, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d3.htm) |

| [removed: 10.21] [added: 10.29] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other [removed: parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm)] [added: parties](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm)] |

| [removed: 10.22] [added: 10.31] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 6, 2021, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d4.htm) |

| [removed: 10.23] [added: 10.32] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d23.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.23 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d23.htm)] |

| [removed: 10.24] [added: 10.34] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d5.htm) |

| [removed: 10.25] [added: 10.35] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d25.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.25 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d25.htm)] |

| [removed: 10.26] [added: 10.37] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.6 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d6.htm) |

| [removed: 10.27] [added: 10.38] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d27.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.27 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d27.htm)] |

| [removed: 10.28] [added: 10.40] | ​ | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d7.htm) |

| [removed: 10.29] [added: 10.44] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among [removed: Explorer III New Build,] [added: O Class Plus One,] LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Seven Seas] [added: Oceania] Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d29.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.31 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d31.htm)] |

| [removed: 10.30] [added: 10.43] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d8.htm) |

| [removed: 10.31] [added: 10.47] | ​ | [Supplemental Agreement, dated as of December 23, 2021, among O Class Plus [removed: One,] [added: Two,] LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, [removed: 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d31.htm)] [added: 2021 (incorporated herein by reference to Exhibit 10.33 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d33.htm)] |

| [removed: 10.32] [added: 10.46] | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d9.htm) |

| [removed: 10.33] [added: 10.48] | ​ | [Supplemental Agreement, dated [removed: as of] December [removed: 23, 2021,] [added: 16, 2022, by and] among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société [removed: Générale.,] [added: Générale,] as joint mandated lead arrangers, [added: BNP Paribas S.A., as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto, which amends the Amendment] [added: Investment Bank, as SACE agent,] and [removed: Restatement Agreement, dated] [added: HSBC Corporate Trustee Company (UK) Limited,] as [removed: of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d33.htm)] [added: security trustee (incorporated herein by reference to Exhibit 10.15 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-15.htm)] |

| [removed: 10.34] [added: 10.49] | ​ | [removed: [Commitment] [added: [Second Amended and Restated Commitment] Letter, dated [removed: as of November 1, 2021,] [added: February 22, 2023,] among NCL Corporation Ltd. and the purchasers named therein (incorporated herein by reference to Exhibit [removed: 10.10] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: November 9, 2021] [added: February 27, 2023] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837021015236/nclh-20210930xex10d10.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923026003/tm237748d1_ex10-1.htm)] |

| [removed: 10.35] [added: 10.51] | | [Amended and Restated Regent Trademark License Agreement, dated February 21, 2011, by and between Regent Hospitality Worldwide, LLC and Seven Seas Cruises, S. DE R.L. (incorporated herein by reference to Exhibit 10.17 to Prestige Cruises International, Inc.’s Amendment No. 1 to Form S-1 filed on March 24, 2014 (File No. 333-193479))](http://www.sec.gov/Archives/edgar/data/1590641/000119312514112254/d619102dex1017.htm) |

| [removed: 10.36] [added: 10.52] | | [Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay, entered into on October 18, 2015 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-2.htm) |

| [removed: 10.37] [added: 10.53] | ​ | [Amendment to Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay, dated as of February 14, 2022 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 18, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022001437/nclh-20220214xex10d1.htm) |

| 4.10 | ​ | [Indenture, dated February 2, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to 8.375% Senior Secured Notes Due 2028 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 2, 2023 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923009911/tm235255d1_ex4-1.htm) |

| 4.11 | ​ | [Indenture, dated February 22, 2023, by and among, inter alia, NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, with respect to the First Lien Senior Secured Notes (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 27, 2023 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923026003/tm237748d1_ex4-1.htm) |

| | | [reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm) |

| 10.4 | ​ | [Side Letter, dated December 13, 2022, by and among Breakaway Three, Ltd. and Breakaway Four, Ltd., as borrowers, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, and KfW IPEX-Bank GmbH as CIRR agent, Hermes agent and facility agent (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-2.htm) |

| 10.8 | ​ | [Side Letter, dated December 13, 2022, by and among Seahawk One, Ltd., Seahawk Two, Ltd., Breakaway One, Ltd. and Breakaway Two, Ltd., as borrowers, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, KfW IPEX-Bank GmbH, as CIRR agent and facility agent under the Credit Agreements and as Hermes agent under the Seahawk One Credit Agreement and the Seahawk Two Credit Agreement, and Commerzbank Aktiengesellschaft, as Hermes agent under the Breakaway One Credit Agreement and the Breakaway Two Credit Agreement (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-1.htm) |

| 10.12 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Norwegian Cruise Line Holdings Ltd. and Oceania Cruises S. de R.L., as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-5.htm) |

| 10.15 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Norwegian Cruise Line Holdings Ltd. and Oceania Cruises S. de R.L., as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent (incorporated herein by reference to Exhibit 10.6 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-6.htm) |

| 10.16 | | [Amendment and Restatement Agreement, dated as of February 17, 2021, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm) |

| | | [shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of July 31, 2013 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm) |

| 10.18 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Norwegian Cruise Line Holdings Ltd. and Seven Seas Cruises S. de R.L., as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security trustee (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-3.htm) |

| 10.21 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Norwegian Cruise Line Holdings Ltd. and Seven Seas Cruises S. de R.L., as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security trustee (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-4.htm) |

| 10.24 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security trustee (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-7.htm) |

| 10.27 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security trustee (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-8.htm) |

| | | [thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021 (incorporated herein by reference to Exhibit 10.21 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm) |

| 10.30 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, BNP Paribas S.A., as agent and SACE agent, and BNP Paribas S.A., as security trustee (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-9.htm) |

| 10.33 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, BNP Paribas S.A., as agent and SACE agent, and BNP Paribas S.A., as security trustee (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-10.htm) |

| 10.36 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-11.htm) |

| 10.39 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-12.htm) |

| 10.42 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-13.htm) |

| 10.45 | ​ | [Supplemental Agreement, dated December 16, 2022, by and among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 19, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-14.htm) |

| 10.50 | ​ | [Backstop Agreement, dated February 23, 2023, between NCL Corporation Ltd. and Morgan Stanley & Co. LLC (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 27, 2023 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923026003/tm237748d1_ex10-2.htm) |

| 10.56 | ​ | [Transition and Release Agreement by and between Prestige Cruise Services LLC and Jason Montague, entered into on December 13, 2022 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 15, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837022018672/nclh-20221213xex10d3.htm)* |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| 10.60 | ​ | [Transition and Release Agreement by and between Prestige Cruise Services LLC and Howard Sherman, entered into on December 13, 2022 (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 15, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837022018672/nclh-20221213xex10d4.htm)* |

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| ​ | ​ | ​ |

| 10.61 | ​ | [Employment Agreement by and between Prestige Cruise Services LLC and Andrea DeMarco, entered into on December 14, 2022 and effective as of January 1, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 15, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837022018672/nclh-20221213xex10d1.htm)* |

| ​ | ​ | ​ |

| 10.62 | ​ | [Employment Agreement by and between Prestige Cruise Services LLC and Frank A. Del Rio, entered into on December 14, 2022 and effective as of January 1, 2023 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 15, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837022018672/nclh-20221213xex10d2.htm)* |

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on [removed: March 1, 2022.][added: February 28, 2023.]

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Mark A. Kempa | | Executive Vice President and Chief Financial Officer | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Adam M. Aron | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Harry C. Curtis | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ David M. Abrams | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Stella David | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Russell W. Galbut | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

| /s/ Mary E. Landry | | Director | | [removed: March 1, 2022] [added: February 28, 2023] |

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

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

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

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

| Description | | [removed: 12/31/20] [added: 12/31/21] | | | expenses | | | accounts [removed: (b)] [added: (a)] | | ​ | Deductions [removed: (a)] [added: (b)] | | | [removed: 12/31/21] [added: 12/31/22] | |

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

| | [removed: (b)] [added: (a)] | Amount relates to a valuation allowance on net U.S. deferred tax assets. |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#StatementsofOperations_691799)] [added: 2020](#StatementsofOperations_691799)] | [removed: F-4] [added: F-5] |

| [Consolidated Statements of Comprehensive [removed: Income (Loss)] [added: Loss] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#StatementsofComprehensiveIncome_18317)] [added: 2020](#StatementsofComprehensiveIncome)] | [removed: F-5] [added: F-6] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BalanceSheets_856648)] [added: 2021](#BalanceSheets_856648)] | [removed: F-6] [added: F-7] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#StatementsofCashFlows_342525)] [added: 2020](#StatementsofCashFlows_342525)] | [removed: F-7] [added: F-8] |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#StatementsofChangesinShareholdersEquity_)] [added: 2020](#StatementsofChangesinShareholdersEquity_)] | [removed: F-8] [added: F-9] |

| [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | [removed: F-9] [added: F-10] |

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: loss,] of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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, [removed: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

As discussed in Note 2 to the consolidated financial statements, the ongoing effects of COVID-19 [added: and other global events] 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.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: As described in Note 2 to the consolidated financial statements, due] [added: Due] to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, [removed: management] [added: the Company] implemented a voluntary suspension of all cruise voyages across [removed: its] [added: our] three brands.

Significant events affecting [removed: travel, including COVID-19,] [added: travel] 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 [added: the] COVID-19 [added: pandemic and other global events] 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 [removed: liquidity, and such negative impact may continue well beyond the containment of the pandemic.][added: liquidity.]

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

[added: Management has taken actions to] 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 [removed: liquidity and to refinance the Company’s debt to reduce interest expense and extend maturities.][added: liquidity.]

Management’s principal assumptions for future cash flow projections include: (i) the expected gradual [removed: phased] return to [removed: 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 [removed: incremental expenses for resumption of cruise voyages, including] [added: sustained higher fuel prices and] the [removed: maintenance] [added: impact] of [removed: and compliance with additional health and safety protocols.][added: inflation.]

Based on these actions and [removed: assumptions regarding the impact of COVID-19,] [added: assumptions,] and considering the Company’s [removed: available liquidity of $2.7 billion, including] cash and cash [removed: equivalents, short-term investments] [added: equivalents of $0.9 billion] and the [added: impact of the] Company’s $1 billion undrawn commitment [added: and related fees] as of December 31, [removed: 2021,] [added: 2022 and the impact of the Company’s various capital market and financing transactions,] 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 [removed: 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 [removed: phased] return to [removed: service at reduced] [added: 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 [removed: incremental expenses for resumption of cruise voyages, including] [added: sustained higher fuel prices and] the [removed: maintenance] [added: impact] of [removed: and compliance with additional health and safety protocols.][added: inflation.]

[removed: These procedures also included, among others (i) testing] [added: Testing] management’s process [removed: for estimating future liquidity requirements for the twelve months after the date the financial statements are issued; (ii)] [added: involved (i)] testing the completeness and accuracy of underlying data used in the estimate; [removed: (iii)] [added: (ii)] evaluating the reasonableness of the significant assumptions used by management related to the expected gradual [removed: phased] return to [removed: service at reduced] [added: historical] 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 [removed: incremental expenses for resumption of cruise voyages, including] [added: sustained higher fuel prices and] the [removed: maintenance] [added: impact] of [removed: and compliance with additional health and safety protocols;] [added: inflation;] and [removed: (iv)] [added: (iii)] 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 [removed: expected] gradual [removed: phased] return to [removed: service at reduced] [added: historical] 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 [removed: incremental expenses for resumption of cruise voyages, including] [added: sustained higher fuel prices and] the [removed: maintenance] [added: impact] of [removed: and compliance with additional health and safety protocols,] [added: inflation] 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/ Zillah Byng-Thorne | | Director | | February 28, 2023 |

| Zillah Byng-Thorne | | | | |

| Valuation allowance on deferred tax assets | ​ | $ | 87,849 | ​ | $ | — | ​ | $ | 52,219 | ​ | $ | (335) | ​ | $ | 139,733 |

_Liquidity_

As described in Note 2 to the consolidated financial statements, significant events affecting travel 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.

These procedures also included, among others, testing management’s process for estimating future liquidity requirements for the twelve months after the date the financial statements are issued.

_Ship Accounting – New Ships and Ship Improvements_

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated ships and ship improvements balances were $15.8 billion and $2.7 billion as of December 31, 2022, respectively.

Management determines the weighted average useful lives of ships based on estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole.

In the third quarter of 2022, the Company took delivery of Norwegian’s first Prima Class Ship.

Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, management assigned the Prima Class Ships a weighted-average useful life of 35 years.

A residual value of 10% was established based on management’s long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives.

Additionally, the Company capitalized approximately $300.7 million of costs associated with ship improvements during the year ended December 31, 2022.

Ship improvement costs that management believes add value to the ships, are capitalized to the ship.

To determine the useful lives of the major components of new ships and ship improvements, management considers the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.

The principal considerations for our determination that performing procedures relating to ship accounting for new ships and ship improvements is a critical audit matter are the significant judgments by management when determining (i) the useful lives of the major components of new ships and ship improvements; (ii) whether ship improvement costs add value to the Company’s ships and are capitalizable; and (iii) the residual value of the new class of ship based on management’s expectation of remaining future benefit.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to (i) the appropriateness of the useful lives of the major components of new ships and ship improvements; (ii) whether ship improvement costs add

value to the Company’s ships and are capitalized appropriately; and (iii) whether the residual value assigned to the new class of ship is appropriate.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s assessment of the useful lives of the major components of new ships and ship improvements, whether ship improvements add value and are capitalized appropriately, and whether the residual value assigned to the new class of ship is appropriate.

These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to the major components of new ships and ship improvements, considering the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions; (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs; and (iii) evaluating the residual value assigned to the new class of ship.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the assigned useful lives of the major components of new ships and ship improvements, and residual value of the new class of ship.

February 28, 2023

| ​ | | 2022 | | | 2021 | |

| Cash and cash equivalents | ​ | $ | 946,987 | ​ | $ | 1,506,647 |

| Accumulated deficit | ​ | | (7,066,315) | ​ | | (4,796,406) |

| Net loss | ​ | $ | (2,269,909) | ​ | $ | (4,506,587) | ​ | $ | (4,012,514) |

| Impairment loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,607,797 |

| Other comprehensive loss, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (191,993) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (191,993) |

| Net loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,269,909) | ​ | ​ | — | ​ | ​ | (2,269,909) |

| Balance, December 31, 2022 | ​ | $ | 421 | ​ | $ | 7,611,564 | ​ | $ | (477,079) | ​ | $ | (7,066,315) | ​ | $ | — | ​ | $ | 68,591 |

In early May 2022, we completed the phased relaunch of our entire fleet with all ships now in operation with guests on board.

We have converted some double occupancy cabins to studio cabins and we expect to convert approximately 900 additional cabins in early 2023.

Additionally, in February 2023, we amended the delivery dates of the last two Prima Class Ships to 2027 and 2028.

These ships will be lengthened and re-configured to accommodate the use of methanol as an alternative fuel source in the future.

While additional modifications will be needed in the future to fully enable the use of methanol in addition to traditional marine fuel, this reinforces our commitment to reduce greenhouse gas emissions.

In early May 2022, the Company completed the phased relaunch of its entire fleet with all ships now in operation with guests on board.

In addition, as a result of conditions associated with the COVID-19 pandemic and other global events, such as Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates.

These conditions have resulted, and may continue to result, in increased expenses and may also impact travel or consumer discretionary spending.

| ​ | ​ | ​ | ​ | ​ |

| Valuation allowance on deferred tax assets | ​ | $ | 41,924 | ​ | $ | — | ​ | $ | — | ​ | $ | (36,077) | ​ | $ | 5,847 |

| --- | --- |

*​*

_Liquidity - Impact of COVID-19_

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.

Management has taken actions to

March 1, 2022

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

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

| Retained earnings (deficit) | ​ | | (4,796,406) | ​ | | (295,449) |

| Cash flows from investing activities | ​ | | | ​ | | | ​ | | |

| Purchases of treasury shares | ​ | | — | ​ | | — | ​ | | (349,860) |

| Cash and cash equivalents at beginning of period | ​ | | 3,300,482 | ​ | | 252,876 | ​ | | 163,851 |

| Balance, December 31, 2018 | ​ | $ | 235 | ​ | $ | 4,129,639 | ​ | $ | (161,647) | ​ | $ | 2,898,840 | ​ | $ | (904,066) | ​ | $ | 5,963,001 |

| Treasury shares | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (349,860) | ​ | ​ | (349,860) |

| Net income | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 930,228 | ​ | ​ | — | ​ | ​ | 930,228 |

| Other comprehensive income, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (44,969) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (44,969) |

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.

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.

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

We expect to report a net loss until we are able to resume regular voyages.

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.

Gains or losses resulting from transactions denominated in other currencies are recognized in other income (expense), net at each balance sheet date.

As of December 31, 2021, we have not adopted any expedients and exceptions under ASU 2020-04.

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.

In 2020, the Company’s brands launched cancellation policies to permit its guests to cancel cruises booked

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.

Additionally, future cruise credits are not considered contract liabilities.

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

| ​ | ​ | Norwegian | | ​ | ​ | | ​ | Regent | | ​ | ​ | |