Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2023 vs FY2022

[removed: COVID-19 and Debt/Liquidity] [added: Debt/Liquidity] Related Risk Factors

Public health [removed: crises, including the COVID-19 pandemic,] [added: crises] have had, and may in the future have, a significant impact on our financial condition, results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price.

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

In March 2020, we implemented a voluntary suspension of all cruise voyages across our three [removed: brands.][added: brands due to the COVID-19 pandemic.]

[removed: To date, the COVID-19 pandemic has resulted in] [added: This caused] significant costs and lost revenue as a result of, among other things, the suspension of cruise voyages, implementation of additional health and safety measures, reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or destinations and protected commissions.

We [removed: have] [added: were] also [removed: 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.

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

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

For example, under the [removed: Senior Secured Credit Facility,] [added: Sixth ARCA,] we are required to maintain a loan to value ratio of [removed: no] less than 0.70 to 1.00.

Financial covenants include free liquidity of no less than $250,000,000 at all times, a total net funded debt to total capitalization ratio [removed: of less than 0.93 to 1.00 for the quarter ending March 31, 2023, 0.92 to 1.00 for the quarter ending June 30, 2023, 0.91 to 1.00 for the quarters ending September 30, 2023, December 31, 2023] and [removed: March 31, 2024, 0.90 to 1.00 for the quarter ending June 30, 2024, 0.88 to 1.00 for the quarter ending September 30, 2024 and 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 $300,000,000 at that time.

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

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

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

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

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

The availability of [removed: ports, including the specific port facility at which our guests will embark and disembark,] [added: ports] is affected by a number of factors, including, but not limited to, health, safety, and environmental concerns, existing capacity constraints, security, adverse weather conditions and natural disasters such as hurricanes, floods, typhoons and earthquakes, financial limitations on port development, political instability, armed [removed: conflicts such as Russia’s invasion of Ukraine,] [added: conflicts,] exclusivity arrangements that ports may have with our competitors, [removed: local] governmental [removed: regulations] [added: regulations, including sanctions,] and fees, local community concerns about port development and [removed: 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.][added: tourism.]

For example, currently and in the past, regulatory changes, [removed: the COVID-19] [added: disease outbreaks resulting in a global] pandemic, armed conflicts and damages to ports from hurricanes have prohibited our cruise voyages from visiting certain regions, including Cuba, Russia, Japan and some ports in the Caribbean.

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

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

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

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

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 [added: 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 [removed: the conflict in Ukraine or any] [added: armed conflicts and] other geopolitical tensions.

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather conditions such as [removed: hurricanes, floods and typhoons, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events.]

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

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

The integrity and reliability of our information [removed: technology] systems and networks are crucial to our business operations and [removed: disruptions] [added: a breach, compromise, damage or other disruption] to these systems or networks could impair our operations, have an adverse impact on our financial results and negatively affect our reputation and customer demand.

Among other things, actual or threatened natural disasters, information systems failures, computer viruses, denial-of-service attacks and other [removed: cyber-attacks] [added: cybersecurity incidents] may cause disruptions to our information [removed: technology,] [added: systems,] telecommunications and other networks.

Our business continuity, disaster recovery, data restoration plans and data and information [removed: technology] [added: system] security may not prevent disruptions that could result in adverse effects on our operations and financial results.

We experience [removed: cyber-attacks] [added: cybersecurity threats and incidents] of varying degrees on our systems and networks and, as a result, unauthorized parties have obtained in the past, and may in the future obtain, access to our computer systems and networks, including cloud-based platforms.

[removed: Cyber-attacks] [added: Cybersecurity threats] can include computer viruses, malware, worms, hackers and other malicious software programs or other attacks, including physical and electronic break-ins, router disruption, sabotage or espionage, disruptions from unauthorized access and tampering (including through social engineering such as phishing attacks), impersonation of authorized users and coordinated denial-of-service attacks.

In addition, we may not be in a position to promptly address security breaches, unauthorized access or other [removed: cyber-attacks or] [added: cybersecurity] incidents or to implement adequate preventative measures if we are unable to immediately detect such incidents.

In the event of a data security breach of our systems and/or third-party systems or a [removed: cyber-attack or other cyber] [added: cybersecurity] incident, we may incur costs associated with the following: response, notification, forensics, regulatory investigations, public relations, consultants, credit identity monitoring, credit freezes, fraud alert, credit identity restoration, credit card cancellation, credit card reissuance or replacement, data restoration, regulatory fines and penalties, vendor fines and penalties, legal fees, damages and settlements.

In addition, [added: a] data security [removed: breaches, a cyber-attack] [added: breach] or [removed: other cyber] [added: cybersecurity] incident may cause business interruption, information [removed: technology] [added: system] disruption, disruptions as a result of regulatory investigation or litigation, digital asset loss related to corrupted or destroyed data, loss of company assets, damage to our reputation, damages to intangible [removed: property and other intangible damages, such as loss of consumer confidence, all of which could impair our operations and have an adverse impact on our financial results.]

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

For example, the IMO adopted two requirements that went into effect in 2023, the Carbon Intensity Indicator and Energy Efficiency Ship Index, which each regulate carbon emissions for ships, and the E.U. [removed: will] [added: has begun to] regulate carbon dioxide emissions from passenger and cargo ships over 5,000 Gross Tons under its Emissions Trading System beginning in 2024.

[removed: A significant delay in the delivery of a] new ship, or a significant performance deficiency or mechanical failure of a new ship could also have an adverse effect on our business.

The impacts of [removed: COVID-19, Russia’s invasion] [added: global events including armed or geopolitical conflicts and pandemics, a lack] of [removed: Ukraine,] [added: viable drydock facilities,] modifications the Company plans to make to its newbuilds, including initiatives to improve environmental sustainability, and other macroeconomic events have resulted in some delays in expected ship deliveries, and may result in additional delays in ship deliveries in the future, which may be prolonged.

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 [added: taxation structures, including value added taxes.]

hurricanes, floods and typhoons, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events.

Our business depends on maintaining and strengthening our brand to attract new customers and maintain ongoing demand for our offerings, and a significant reduction in such demand could harm our results of operations.

Our name and brand image are integral to the growth of our business, as well as to the implementation of our strategies for expanding our business.

Our ability to execute our marketing and growth strategy depends on many factors, including the perceived quality of our services, the impact of our communication activities, including advertising, social media, and public relations, and our management of the customer experience, including direct interfaces through customer service.

Maintaining, promoting, and positioning our brand are important to expanding our customer base and will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer experiences.

We have used, and expect to continue to use, corporate partnerships, brand ambassadors, traditional, digital, and social media to promote our business.

Marketing campaigns can be expensive and may not result in the cost-effective acquisition of customers.

Ineffective marketing, ongoing and sustained promotional activities, negative publicity, unfair labor practices, and failure to protect the intellectual property rights in our brand are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.

Furthermore, actions taken by individuals that we partner with, such as brand ambassadors, influencers or our associates, that fail to represent our brand in a manner consistent with our brand image, whether through our social media platforms or their own, could also harm our brand reputation and materially impact our business.

Future marketing campaigns may not attract new customers at the same rate as past campaigns.

If we are unable to attract new customers, or fail to do so in a cost-effective manner, our growth could be slower than we expect and our business could be harmed.

business.

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

Limited capacity and availability of shipyards and related subcontractors, including a lack of viable drydock facilities in the Western Hemisphere, could impact our ability to construct or repair ships as needed.

Delays or mechanical faults may result in cancellation of cruises and/or necessitate unscheduled drydocks and repairs of ships.

A significant delay in the delivery of a

Conversely, backlash against our sustainability initiatives and commitments may harm our reputation among other stakeholders and expose us to related liabilities.

Subject to applicable insurance

shortages of goods and materials and resistance from local populations.

higher-cost compliant newbuilds.

We may not be able to comply with future and existing regulations and may be subject to fines, penalties and limitations on our ability to operate.

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

During the fourth quarter of 2023, in response to the OECD’s BEPS

2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

In connection with the reorganization, among other steps, certain NCLH subsidiaries were redomiciled to Bermuda.

If our assumptions and interpretations regarding the global minimum tax rules or our efforts to reorganize prove to be incorrect for any reason, our business, financial condition and results of operations could be materially adversely affected.

We expect global tax reform will continue to evolve over the coming years and will continue to monitor these developments.

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

Such assurances were superseded by the passage of new legislation as described below.

On December 27, 2023, the Bermuda Act was enacted in Bermuda.

Under the Bermuda Act, the corporate income tax will be determined based on a statutory tax rate of 15% effective for fiscal years beginning on or after January 1, 2025.

The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question.

Although the Government of Bermuda has already released limited guidance with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2024 calendar year and beyond.

As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Protection Act 1966.

Therefore, we expect to be subject to the Bermuda corporate income tax with effect from January 1, 2025.

The Bermuda Act provides for an international shipping income exclusion.

In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda.

We expect we will meet the necessary requirements to qualify for the international shipping income exclusion during 2024, but we cannot provide any assurances.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any tax loss deductions available on an annual basis.

The Bermuda Act provides for opening tax loss carryforwards based on the Bermuda taxable income (loss) results of the individual Bermuda entities in the five fiscal years prior to the enactment date, which includes 2020 through 2024 calendar years for the Company.

The impacts of the COVID-19 pandemic 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.

It may take us longer than expected to return to historical occupancy levels and our occupancy levels may be negatively impacted by concerns that cruises are susceptible to the spread of infectious diseases, disruptions to travel due to travel restrictions, health concerns, or other factors, as well as adverse changes in the perceived or actual economic climate due to the impact of COVID-19 or other future pandemics or other public health crises.

As a result of the impacts of COVID-19, provisions in our credit card processing and other commercial agreements have and may continue to adversely affect our liquidity.

We have agreements with several credit card companies to process the sale of tickets and provide other services.

Under these agreements, the credit card companies could, under certain circumstances and upon written notice, require us to maintain a reserve, which reserve would be funded by the credit card companies withholding or offsetting our credit card receivables, or our posting of cash or other collateral.

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

We may be required to pledge additional collateral and/or post additional cash reserves or take other actions that may further reduce our liquidity.

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, our ability to comply with the covenants contained in

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

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

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

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

Although we resumed our cruise voyages on a limited basis in July 2021 and completed the re-launch of our full fleet in May 2022, if we must again pause our 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.

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

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

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

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

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

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

We have begun to transition away from LIBOR as a reference rate and will continue to do so in the coming months.

We will need to amend our remaining credit facilities 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.

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

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

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

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

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

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.

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

Ships

taxation structures, including value added taxes.

We may

Lawsuits and investigations stemming from COVID-19 have also been brought against us, and we may be subject to additional lawsuits and investigations related to COVID-19 in the future.

To the extent

European Union, individual countries, the United States, and individual states have implemented and are considering, new laws and rules to manage cruise ship operations.

Future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes, could increase the amount of taxes we must pay.

For example, legislation has been proposed in the past that would eliminate the benefits of the exemption from U.S. federal income tax under Section 883 and subject all or a portion of our shipping income to taxation in the U.S. Moreover, changes in tax laws could adversely affect our tax position, including our effective tax rate, tax payments and exemption of branch profits and dividend withholding taxes under the U.S. – U.K. Income Tax Treaty on income derived in respect of our U.S.–flagged operation.

If such entities cannot establish compliance with these

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

Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, [removed: port] [added: government taxes,] fees and [removed: taxes] [added: port expenses] and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us.

| | ● | Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit card fees, certain [removed: port] [added: government taxes,] fees and [removed: taxes] [added: port expenses] and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price. |

| | ● | Payroll and related consists of the cost of [removed: wages and] [added: wages,] benefits [added: and logistics] for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships. [removed: The cost of crew repatriation, including charters, housing, testing and other costs related to COVID-19 are also included.] |

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

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

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

In [removed: the third quarter of 2022,] [added: 2022 and 2023,] the Company took delivery of Norwegian’s first Prima Class [removed: Ship.][added: Ship and Oceania Cruises’ first Allura Class Ship, respectively.]

Based on the design, structure and technological advancements made to [removed: this] [added: these] new [removed: class] [added: classes] of [removed: ship] [added: ships] and the [removed: analysis] [added: analyses] of [removed: its] [added: their] major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Prima Class Ships [added: and Allura Class Ships] a weighted-average [added: useful life of 35 years with a residual value of 10%.]

If we reduced our estimated weighted average ship service life by one year, depreciation expense for the year ended December 31, [removed: 2022] [added: 2023] would have increased by [removed: $18.8] [added: $19.4] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $82.8] [added: $84.4] million.

We consider historical performance and future estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the estimated [added: undiscounted] future cash flows expected to result from the use of the asset.

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

We believe our estimates and judgments with respect to our long-lived assets, principally ships, goodwill, [removed: tradenames] [added: trade names] and other indefinite-lived intangible assets are reasonable.

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

As of December 31, [removed: 2022,] [added: 2023,] there was $98.1 million of goodwill remaining for the Regent Seven Seas reporting unit.

Trade names were $500.5 million as of December 31, [removed: 2022.][added: 2023.]

As of [removed: December 31, 2022,] [added: October 1, 2023,] our annual impairment reviews support the carrying values of these assets.

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

We utilize Adjusted Gross Margin [added: and Net Yield] to manage our business on a day-to-day basis because it reflects revenue earned net of certain direct variable costs.

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

Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net [removed: income,] [added: income (loss),] as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

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

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

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

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

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

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

In February 2023, [removed: the] [added: our $1 billion] commitment [added: letter] was [removed: 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 [removed: amended] [added: current] commitment letter, NCLC issued $250 million aggregate principal amount of [added: 9.75%] senior secured notes due 2028.

NCLC [removed: will use] [added: used] the net proceeds for general corporate purposes.

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

Our costs have been, and are expected to continue to be, adversely impacted by these [removed: increases.][added: factors.]

We have used, and may continue to use, derivative instruments to attempt to mitigate the risk of [removed: adverse changes] [added: volatility] in fuel prices and interest [removed: expense.][added: rates.]

These strategies may not fully offset the impact of current macroeconomic [removed: conditions.][added: conditions; however, during 2023, we continued to see progress from our ongoing margin enhancement initiative.]

[removed: See “Item 1A—Risk] [added: Risk] Factors” [added: in our Annual Report] for additional information.

We believe the increasing focus on climate [removed: change] [added: change, including the Company’s recently established targets for greenhouse gas reductions,] and evolving regulatory requirements will materially impact our future capital expenditures and results of operations.

We expect to incur significant expenses related to these regulatory [removed: requirements,] [added: requirements and commitments,] which may include expenses related to greenhouse gas emissions reduction initiatives and the purchase of emissions [removed: allowances, among other things.]

[removed: If requirements become more stringent, we] [added: We have and] may [added: continue to] be required to change certain operating procedures, for example slowing the speed of our ships, [added: to meet regulatory requirements,] which could adversely impact our operations.

[removed: See Item 1A, “Risk] [added: Risk] Factors” for [removed: additional] [added: further] information.

financial statements.

In 2023, we changed our annual evaluation date for impairment from December 31 to October 1.

We believe this measurement date, which represents a change in the method of applying an accounting principle, is preferable because it better aligns with the timing of the Company’s financial planning process, which is a key component of the annual impairment tests.

The change in the measurement date did not delay, accelerate or prevent an impairment charge.

The accounting policy change is not material and will be applied prospectively.

It is at our discretion whether to perform the qualitative test and we may bypass the qualitative test in any period and proceed directly to the quantitative impairment test.

We may also, at our discretion, resume performing the qualitative assessment in any subsequent period.

Based on the results of the assessment, we determined there was no impairment of goodwill because the fair value of the Regent Seven Seas reporting unit substantially exceeded its carrying value.

See Note 2 – “Summary of Significant Accounting Policies” for more information.

Per Capacity Day data is not presented for the year ended December 31, 2022 as we do not consider it meaningful for comparison purposes due to our phased restart of cruise operations, which was completed in May 2022.

In addition, management uses Adjusted EBITDA as a performance measure for our incentive compensation.

Simultaneously, the amount of the commitment

In February 2024, we extended the $650 million undrawn commitment from February 2024 to March 2024 while maintaining our option to further extend the commitment.

We are currently taking steps to refinance the commitment, which is subject to approval by our Board of Directors.

We expect the refinanced commitment to be extended for one year through March 2025, when effective.

The net proceeds from the notes, together with cash on hand, were used to repay the Term Loan A Facility, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.

No term loans remain outstanding.

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

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

The Company continues to experience healthy consumer demand and is at an all-time high booked position and with pricing reflective of some of the best booking weeks in the Company’s history beginning with Black Friday and Cyber Monday.

Additionally, onboard revenue remains robust, with broad-based strength across all revenue streams.

As a result of the ongoing conflict in Israel and the Red Sea, the Company cancelled and redirected all calls to Israel during the fourth quarter of 2023.

Additionally, all calls to Israel and the Red Sea have been cancelled and redirected for the entirety of 2024.

Prior to the conflict, approximately 7% of the capacity in the fourth quarter of 2023 and 4% of capacity for the full year 2024 expected to visit the Middle East, which includes Bahrain, Cyprus, Egypt, Israel, Jordan, Oman, Qatar, Saudi Arabia, and the United Arab Emirates.

Approximately 1% of second quarter 2024 capacity and 1% of 2024 capacity were expected to sail through the Red Sea.

The Company continues to prioritize identifying and evaluating a variety of initiatives to improve its cost structure and margin profile, while preserving its brand equity and optimal guest satisfaction levels.

See “Item 1A.

We have set interim targets to guide us on our path to net zero and provide more details about them in our annual ESG Report.

allowances, among other things.

Refer to “Impacts related to climate change may adversely affect our business, financial condition and results of operations” in “Item 1A.

Pillar 2 and Income Tax Expense

During the three months ended December 31, 2023, in response to changes in the global tax landscape due to the implementation of the OECD’s Pillar 2 global tax reform initiative, the Company restructured its organizational footprint by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda, and exited our U.K. tax residency status for NCLH and NCLC as of December 31, 2023.

The Company continues to monitor further regulations related to the implementation of the Bermuda Corporate Income Tax Act, and the forecast of the Company’s non-exempt taxable income in the Bermuda and U.S. jurisdictions, and the outlooks for the cruise industry and broader economy.

As a result of the enactment of the Bermuda Corporate Income Tax Act 2023, the Company recognized additional deferred tax assets and has a valuation allowance related to our Bermuda deferred tax assets of $532.4 million as of December 31, 2023.

The Bermuda deferred tax assets amount will continue to be evaluated through the enactment date, January 1, 2025, and is subject to material change as this is an estimated amount.

Refer to Note 12 – “Income Taxes” for further information.

Additionally, the Company continues to maintain a valuation allowance with respect to its U.S. net deferred tax assets, which has a balance of $159.8 million as of December 31, 2023.

We will continue to evaluate all relevant positive and negative evidence in monitoring the realizability of our deferred tax assets and determining the appropriate timing for the recognition of any valuation allowance reversal.

In the future, the Company may recognize a material reversal of its valuation allowance on both its U.S. and Bermuda deferred tax assets.

The Company would not expect to have a material change in its income tax expense, with the exception of any potential impact from a release of the valuation allowance.

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

We believe that the following

Liquidity

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

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.

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.

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

We believe the ongoing effects of 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 liquidity.

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

Our principal assumptions for future cash flow projections include:

| | ● | Expected gradual return to historical occupancy levels; |

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

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

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

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

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 made reasonable estimates and judgments of the impact of these events within our financial statements; however, there may be material changes to those estimates in future periods.

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.

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

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

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

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

As part of our analysis, we performed an assessment of current factors compared to key assumptions impacting the quantitative tests performed in 2020.

As our business includes the sourcing of passengers and deployment of vessels outside of the U.S., a portion of our revenue and expenses are denominated in foreign currencies, particularly British pound, Canadian dollar, euro and Australian dollar which are subject to fluctuations in currency exchange rates versus our reporting currency, the U.S. dollar.

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.

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

Update Regarding COVID-19 Pandemic

​

Safe Resumption of Operations

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

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

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.

As of December 31, [removed: 2022, 75%] [added: 2023, 95%] of our debt was fixed and [removed: 25%] [added: 5%] was variable.

As of December 31, [removed: 2021, 72%] [added: 2022, 75%] of our debt was fixed and [removed: 28%] [added: 25%] was variable, which includes the effects of an interest rate swap that matured during the year ended December 31, 2022.

The change in our fixed rate percentage from December 31, [removed: 2021] [added: 2022] to December 31, [removed: 2022] [added: 2023] was primarily due to the addition of fixed rate [added: debt and refinancing variable rate debt with fixed rate] debt.

Based on our December 31, [removed: 2022] [added: 2023] outstanding variable rate debt balance, a one percentage point increase in annual [removed: LIBOR] [added: Term SOFR] interest rates would increase our annual interest expense by approximately [removed: $34.1] [added: $6.8] million excluding the effects of capitalization of interest.

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

We estimate that a 10% change in the euro as of December 31, [removed: 2022] [added: 2023] would result in a [removed: $0.5] [added: $0.6] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 16.1%] [added: 13.1%] for the year ended December 31, [removed: 2022] [added: 2023] and [removed: 18.8%] [added: 16.1%] for the year ended December 31, [removed: 2021.][added: 2022.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2022,] [added: 2023,] we had hedged approximately [removed: 50%] [added: 53% and 21%] of our [removed: 2023 projected metric tons of fuel purchases.][added: 2024 and]

As of December 31, [removed: 2021,] [added: 2022,] we had hedged [removed: approximately 24%] [added: none] of our [removed: 2023] [added: 2024 or 2025] projected metric tons of fuel purchases.

Additional fuel swaps were executed between December 31, [removed: 2021] [added: 2022] to December 31, [removed: 2022] [added: 2023] to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2023] [added: 2024] fuel expense by [removed: $67.7] [added: $63.7] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $38.2] [added: $34.1] million.

As of December 31, 2023, future ship construction obligations aggregate €5.4 billion, or $6.0 billion based on the euro/U.S. dollar exchange rate as of December 31, 2023.

The change from December 31, 2022 to December 31, 2023 was due to an increase in contract price for our newbuild agreements.

2025 projected metric tons of fuel purchases, respectively.

The notional amount of our outstanding debt associated with the interest rate swap was $0.2 billion as of December 31, 2021.

As of December 31, 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.

These derivatives hedge the foreign currency exchange rate risk on a portion of the payments on our ship construction contracts.

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

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.

Norwegian commenced operations from [removed: Miami] [added: Miami, Florida] in 1966, launching the modern cruise industry by offering weekly departures from [removed: Miami] [added: Miami, Florida] to [added: destinations in] the Caribbean.

In January 2013, NCLH completed its IPO and the ordinary shares of NCLC were exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of [removed: NCLC (the “Corporate Reorganization”).][added: NCLC.]

For the Norwegian brand, we have [removed: five] [added: four] Prima Class Ships on order, with currently scheduled delivery dates from [removed: 2023] [added: 2025] through 2028.

For [removed: Regent Seven Seas] [added: Oceania] Cruises, we have one [removed: Explorer] [added: Allura] Class Ship on order for delivery in [removed: 2023.][added: 2025.]

These additions to our fleet [removed: will] [added: are expected to] increase our total Berths to approximately [removed: 82,000.][added: 82,500.]

Our registered offices are located at Walkers Corporate (Bermuda) Limited, Park Place, [removed: 3rd Floor,] 55 Par-la-Ville Road, Hamilton HM 11, Bermuda.

Farkas, the Company’s Executive Vice President, General [removed: Counsel] [added: Counsel, Chief Development Officer] and Assistant Secretary, is our agent for service of process at our principal executive offices.

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

[removed: The Company has] [added: We have] various planned initiatives both shoreside and shipboard, either already implemented or in process, which [added: we expect] will contribute to this broader efficiency improvement effort while continuing to provide value to our guests.

| Norwegian Viva [removed: (2)] | ​ | 2023 | ​ | The Bahamas, Caribbean, Europe | ​ |

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

| Norwegian Jade | ​ | 2006 | ​ | Africa, [added: Alaska,] Asia, The Bahamas, Caribbean, [removed: Europe] [added: Central America, Europe, U.S. West Coast] | ​ |

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

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

| Oceania Riviera | ​ | 2012 | ​ | Africa, Alaska, Asia, [added: Australia & New Zealand,] The Bahamas, Bermuda, Caribbean, [removed: Europe] [added: Europe, South Pacific] | ​ |

| Oceania Marina | ​ | 2011 | ​ | Africa, Antarctica, [added: Bermuda, Canada & New England,] Caribbean, Central America, Europe, South America | ​ |

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

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

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

| Seven Seas [removed: Explorer] [added: Navigator] | ​ | [removed: 2016] [added: 1999] | ​ | Africa, [removed: Alaska,] Asia, Australia & New Zealand, The Bahamas, [added: Bermuda, Canada & New England,] Caribbean, [removed: Central America,] Europe, [removed: Mexico-Pacific] [added: South America, South Pacific] | ​ |

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

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

| (2) | The [removed: second] [added: third] of the Prima Class Ships, which is expected to be delivered in [removed: the summer of 2023.] [added: 2025.] |

| (3) | The [removed: first] [added: second] of the Allura Class Ships, which is expected to be delivered in [removed: the spring of 2023.] [added: 2025.] |

Regent’s all-inclusive offering includes business class air on intercontinental flights, unlimited shore excursions, [removed: 1-night] [added: one-night] pre-cruise hotel package in Concierge Suites and higher, specialty restaurants, unlimited beverages, including fine wines and spirits, pre-paid gratuities, unlimited Wi-Fi, transfers between airport and ship, valet laundry service and other amenities.

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

Norwegian offers guests [added: high quality service and] the freedom and flexibility to design their ideal cruise vacation on their schedule with no set dining times, a variety of [removed: entertainment] [added: activity] options and no formal dress codes.

Oceania Cruises and Regent are known for their [removed: quality] [added: high level] of service, including some of the highest crew-to-guest ratios in the industry [removed: and a staff] [added: with] trained [removed: to deliver] [added: staff providing] personalized [added: service] and [removed: attentive service.][added: world class cuisine.]

[removed: Norwegian’s suites] [added: For guests looking to spread out, Norwegian delivers a] range [added: of suites,] from two-bedroom family suites to penthouses and owner suites, as well as three-bedroom Garden Villas measuring up to 6,694 square feet.

In addition, [removed: 12] [added: 13] of Norwegian’s ships offer The Haven, a key-card access enclave on the upper decks with luxurious suite accommodations, exclusive amenities, and 24/7 butler and concierge service.

The spacious and elegant accommodations on Oceania Cruises’ [removed: six] [added: seven] award-winning ships range from 143-square foot inside staterooms to opulent [removed: 2,030-square] [added: 2,400-square] foot [removed: owner suites.][added: Owner Suites.]

The Regent fleet is comprised of [removed: five] [added: six] ships.

Seven Seas Voyager, [removed: Seven Seas] Mariner, [removed: Seven Seas Explorer and Seven Seas] [added: Explorer,] Splendor [added: and Grandeur] feature all-suite, all-balcony accommodations, and a majority of the accommodations on Seven Seas Navigator include balconies.

The [removed: two] [added: three] newest ships in the Regent fleet, Seven Seas [added: Grandeur,] Splendor and [removed: Seven Seas] Explorer, also feature the Regent Suite, a 4,443 square-foot luxurious suite accommodation that includes an in-suite spa retreat, a 1,300 square-foot wraparound veranda, and a glass-enclosed solarium sitting area.

Our vessels call on ports including Scandinavia, Northern Europe, the Mediterranean, the Greek Isles, [added: 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 private [removed: destination is the Company’s private] island [removed: featuring] [added: features] over 1,500 feet of accessible beachfront with white sand beaches; over 50 cabana and villa options; an array of shore excursions including a new over water zipline experience that extends nearly 3,000 feet in length; and on-island food and beverage offerings.

In 2019, we launched Silver Cove, the latest enhancement designed to elevate the guest [removed: experience.][added: experience on Great Stirrup Cay.]

For the Norwegian brand, we have [removed: five] [added: four] Prima Class Ships on [removed: order, each ranging from approximately 143,500 to 169,000 Gross Tons with 3,100 or more Berths,] [added: order] with currently scheduled delivery dates from [removed: 2023] [added: 2025] through 2028.

For the [removed: Regent] [added: Oceania Cruises] brand, we have [added: an order for] one [removed: Explorer] [added: Allura] Class Ship [removed: on order] to be delivered in [removed: 2023,] [added: 2025,] which will be approximately [removed: 55,000] [added: 67,800] Gross Tons and [removed: 750] [added: 1,250] Berths.

[removed: Each of the Allura] [added: The third and fourth Prima] Class Ships will be approximately [removed: 67,000] [added: 156,300] Gross Tons [added: with 3,550 Berths] and [removed: 1,200] [added: the fifth and sixth Prima Class Ships will be approximately 169,000 Gross Tons with 3,850] Berths.

During the fourth quarter of 2023, in response to the Organisation for Economic Co-operation and Development (“OECD”)’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

In connection with the reorganization, among other steps, certain NCLH subsidiaries previously domiciled in the Isle of Man, the Cayman Islands, the Republic of the Marshall Islands, the Republic of Panama and the state of Delaware, were redomiciled to Bermuda.

As of December 31, 2023, we had 32 ships with approximately 66,500 Berths.

During 2023, we took delivery of three ships.

In April 2023 we took delivery of Oceania Cruises’ Vista, in August 2023 we took delivery of Norwegian Viva, and in November 2023 we took delivery of Seven Seas Grandeur.

We have orders for five additional ships to be delivered.

Near-Term Priorities

Capitalize on healthy demand environment

In 2023, we took delivery of three ships and absorbed the corresponding new capacity.

We managed to maintain an optimal 12-month forward booked position while also increasing pricing.

Additionally, we focused on maximizing onboard revenue generation by implementing bundling strategies to increase revenue generation prior to sailing.

These efforts allowed us to leverage the healthy demand environment and drive overall profitability, and we expect to continue to take advantage of these market conditions in 2024.

Right-size cost base

Strategic enhancements to guest experience

We are continually working on enhancements aimed at maximizing guest satisfaction and with a focus on efficient investments that prioritize returns.

For example, in 2023 we announced that we would improve the connectivity for guests and crew at sea by offering Space X’s Starlink high-speed internet on our ships, which is expected to be completed for the entire fleet in 2024.

By identifying and implementing these enhancements, we aim to provide an exceptional guest experience and further strengthen our market position.

*Chart path to reduce leverage and lower the balance sheet risk*

| | ● | Refinanced the Term Loan A Facility maturing in January 2024 and 2025 with two non-amortizing instruments: NCLC issued $600 million aggregate principal amount of 8.375% senior secured notes due 2028 in February 2023 and $790 million aggregate principal amount of 8.125% senior secured notes due 2029 in October 2023. |

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

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

| Norwegian Aqua (2) | ​ | 2025 | ​ | Europe, Caribbean | ​ |

| Oceania Allura (3) | ​ | 2025 | ​ | The Bahamas, Canada & New England, Caribbean, Europe | ​ |

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

| Seven Seas Explorer | ​ | 2016 | ​ | Alaska, Asia, Australia & New Zealand | ​ |

Our portfolio of three award-winning brands operates a combined 32 ships ranging in size from approximately 500 to over 4,000 Berths.

Along with introducing new vessels to the fleet, we continually invest in revitalizations to existing ships to provide new and enhanced offerings that we believe deliver higher guest satisfaction and, in turn, higher pricing.

Norwegian’s ships cater to a variety of travelers with up to 20 dining options; various attractions, including the world’s only racetracks at sea; a wide array of entertainment options; full-service spas at sea; and a diverse range of accommodations including luxury suites in The Haven, studio staterooms designed and priced for the solo traveler and everything in between.

The organizational structure of our operations promotes collaboration amongst our brands to exchange best practices that ultimately provide an enhanced guest experience.

Norwegian offers a variety of accommodations to meet the needs of all types of travelers, from inside, oceanview, balcony and connecting staterooms.

The Haven guests also enjoy exclusive access to a dedicated pool, hot tubs, sundeck, fine-dining restaurant, bar lounge and other amenities.

The Haven

experience is available on Norwegian Epic, and the vessels of the Jewel, Breakaway, Breakaway Plus and Prima Class Ships.

Norwegian’s accommodations also include studio staterooms designed for solo travelers centered around a key-card access only Studio Lounge where single travelers can interact.

Recently, Norwegian expanded its solo stateroom offerings across its entire fleet, offering more variety of staterooms priced for the solo traveler.

Revenue Management and Promotional Construct Strategy

The Norwegian brand’s Free at Sea program offers guests the choice of a more inclusive, value-add experience that includes multiple amenities to customize their cruise experience, while driving higher pricing and enhanced guest satisfaction.

Oceania Cruises’ simply MORE™ program offers a range of included amenities which can include roundtrip airfare, airport transfers and shore excursions.

Regent offers an inclusive luxury experience with unlimited shore excursions and one-night pre-cruise hotel stay among other offerings.

These strategies are designed to maximize revenue while providing value to our guests.

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

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

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

As of December 31, 2022, we had 29 ships with approximately 62,000 Berths and had orders for eight additional ships to be delivered.

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.

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

For Oceania Cruises, we have two Allura Class Ships on order for delivery in 2023 and 2025.

Impact of COVID-19

Safe Resumption of Operations

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

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

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.

The level of occupancy on our ships will depend on a number of factors including, but not limited to, the duration and extent of the COVID-19 pandemic, further resurgences of COVID-19 or the emergence of other public health crises, our ability to comply with governmental regulations and implement new health and safety protocols, port availability, travel restrictions, bans and advisories, our ability to staff certain 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.”

*Execution of Financial Action Plan*

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

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.

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 financial action plan.

Strategy for Significant Operational Challenges

Operating Efficiency Improvement Initiative

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York Stock Exchange was [removed: $4.6] [added: $9.2] billion.

There were [removed: 421,929,861] [added: 425,657,468] ordinary shares outstanding as of February 16, [removed: 2023.][added: 2024.]

Portions of the Proxy Statement for the registrant’s [removed: 2023] [added: 2024] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated by reference in Part III herein.

| [Item [removed: 1B.](#Item1BUnresolvedStaffComments_860256)] [added: 1B.](#Item1CCybersecurity)] | [Unresolved Staff [removed: Comments](#Item1BUnresolvedStaffComments_860256)] [added: Comments](#Item1CCybersecurity)] | 48 |

| [Item 2.](#Item2Properties_501929) | [Properties](#Item2Properties_501929) | [removed: 48] [added: 49] |

| [Item 3.](#Item3LegalProceedings_239827) | [Legal Proceedings](#Item3LegalProceedings_239827) | [removed: 48] [added: 49] |

| [Item 4.](#Item4MineSafetyDisclosures_474955) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_474955) | [removed: 48] [added: 49] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_53) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_53) | [removed: 49] [added: 50] |

| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | [removed: 50] [added: 51] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysis_58) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysis_58) | [removed: 51] [added: 52] |

Unless otherwise indicated or the context otherwise requires, references in this [removed: annual report] [added: Annual Report on Form 10-K (“Annual Report”)] to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, and (v) “Prestige” refers to Prestige Cruises International S. de R.L. (formerly Prestige Cruises International, Inc.), together with its consolidated subsidiaries, including Oceania Cruises [removed: S. de R.L.] [added: Ltd.] (formerly Oceania [removed: Cruises, Inc.)] [added: Cruises S. de R.L.)] (“Oceania Cruises”) and Seven Seas Cruises [added: Ltd. (formerly Seven Seas Cruises] S. de [removed: R.L.] [added: R.L.)] (“Regent”) (Oceania Cruises also refers to the brand by the same name and Regent also refers to the brand Regent Seven Seas Cruises).

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

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

| | ● | _Adjusted Net [removed: Loss._] [added: Income (Loss)._] Net [removed: loss] [added: income (loss)] adjusted for [added: the effect of dilutive securities and other] supplemental adjustments. |

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

| | ● | _Prima Class Ships._ Norwegian Prima, Norwegian [removed: Viva] [added: Viva, Norwegian Aqua] and [removed: four] [added: three] additional ships on order. |

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

All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our expectations regarding the [removed: impacts of the COVID-19 pandemic, Russia’s invasion] [added: impact] of [removed: Ukraine and general] macroeconomic [removed: conditions,] [added: conditions and recent global events,] our expectations regarding cruise voyage occupancy, [removed: 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 [removed: future cost mitigation and cash conservation] efforts [removed: and efforts] to reduce operating expenses and capital expenditures) are forward-looking statements.

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

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

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

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

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

[removed: We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any] forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

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

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

| 9 | ​ | ​ |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | 48 |

| | ● | _Jewel Class Ships._ Norwegian Jewel, Norwegian Pearl, Norwegian Jade and Norwegian Gem. |

| | ● | _Revolving Loan Facility._ The senior secured revolving credit facility, which was increased from $875 million to $1.2 billion in October 2023. |

| | | 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 which was fully repaid in October 2023. |

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

●our ability to maintain and strengthen our brand;

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

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any

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

| ​ | ​ | ​ |

| | ● | _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. 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. All of the outstanding 2026 Senior Secured Notes were redeemed in February 2022. |

| | ● | _Constant Currency._ A calculation whereby foreign currency-denominated revenue and expenses in a period are converted at the U.S. dollar exchange rate of a comparable period to eliminate the effects of foreign exchange fluctuations. |

| | ● | _Explorer Class Ships._ Regent’s Seven Seas Explorer, Seven Seas Splendor, and Seven Seas Grandeur. |

| | ● | _Revolving Loan Facility._ $875.0 million senior secured revolving credit 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, 2022. |

●the spread of epidemics, pandemics and viral outbreaks, including the COVID-19 pandemic, 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;

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

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

These forward-looking

_Risk Management and Strategy_

Our Board of Directors and management team recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

Our cybersecurity risks are considered individually as part of our enterprise risk management program alongside other risks, and prioritized and discussed with our Board of Directors.

Our internal Security Operations Center (“SOC”) has primary responsibility for assessing, identifying, and managing material risks associated with cybersecurity threats, and provides information security monitoring for both shoreside and shipboard information systems and applications.

The SOC is a team comprised of cybersecurity professionals who are responsible for real-time incident response management for our IT infrastructure, which includes our websites, applications, databases, servers, network devices and components and workstations.

They are trained and equipped to identify, contain, analyze and investigate any perceived security threats as well as assist internal users with any information security questions or reported issues, such as phishing/scam emails, information security concerns and security solution related access or performance issues.

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

Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those who have access to our customer, prospect, supplier or employee data or our systems.

In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers.

We generally require that third-party service providers that access, host our data, or could otherwise introduce cybersecurity risk to us, enter into contracts that obligate them to manage their cybersecurity risks in certain ways and report any cybersecurity incidents to us.

We engage third-party advisory firms to conduct assessments of the maturity of our security program and, among other measures, work to be Payment Card Industry (“PCI”) compliant where required.

We also maintain incident response procedures and business continuity and contingency plans and periodically hire third parties to conduct vulnerability analyses.

We also compare our processes to standards set by the National Institute of Standards and Technology (“NIST”) and/or International Organization for Standardization (“ISO”), as appropriate.

_Governance_

The Technology, Environmental, Safety and Security (“TESS”) Committee of our Board of Directors oversees our programs and policies related to data protection and cybersecurity and receives updates on related risks from our Chief Information Security Officer on at least an annual basis, and more often as the circumstances require.

The Audit Committee of our Board of Directors also receives updates, at least annually, from our Chief Information Officer and/or Chief Information Security Officer regarding cybersecurity and other information system compliance matters that may pose risks to our financial reporting or operations.

Our Chief Information Security Officer is responsible for our overall data security and cybersecurity risk reduction efforts, including information security compliance, training and awareness and application, network and system security.

Our Chief Information Security Officer has 25 years of prior experience in the fields of information systems, cybersecurity, risk management, and infrastructure management.

Our Chief Information Security Officer holds master’s and bachelor’s degrees in both Computer Information Systems and Business Administration and the following certifications: Certified Internal Controls Auditor (CICA), Payment Card Industry Professional (PCIP), Certified

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

We discuss risks related to cybersecurity threats under the heading “Breaches in data security or other disturbances to our information systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection could impair our operations, subject us to significant fines, penalties and damages, and have a material adverse impact on our business, financial condition and results of operations” included as part of our risk factor disclosures in Item 1A of this Annual Report, which disclosures are incorporated by reference herein.

We are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business, including our business strategy, results of operations, or financial condition and any expenses we have incurred from cybersecurity incidents were immaterial.

NCLH’s principal executive offices are located in Miami, Florida where we lease approximately [removed: 386,224] [added: 393,571] square feet of facilities.

As of February 16, [removed: 2023,] [added: 2024,] there were [removed: 274] [added: 278] 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 NYSE and in each index on the last trading day of fiscal [removed: 2017.][added: 2018.]

[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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual [removed: Report on Form 10-K,] [added: Report,] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10b5-1 Trading Arrangements

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

None.

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: 2022] [added: 2023] in connection with our [removed: 2023] [added: 2024] Annual General Meeting of Shareholders.

This document is posted on our website at [removed: _www.nclhltdinvestor.com_.][added: _https://www.nclhltd.com/investors_.]

We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officers or controller and persons performing similar functions, by posting such information on our website [removed: _www.nclhltdinvestor.com_] [added: _https://www.nclhltd.com/investors_] to the extent required by applicable rules of the SEC and the NYSE.

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: 2022] [added: 2023] in connection with our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] in connection with our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] in connection with our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] in connection with our [removed: 2023] [added: 2024] Annual General Meeting of Shareholders.

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2022] [added: 2023] are included on page 84.

The exhibits listed below are filed or incorporated by reference as part of this [removed: annual report on Form 10-K.][added: Annual Report.]

| [removed: 4.12] [added: 4.15] | | [Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))](https://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) |

| [removed: 4.13] [added: 4.16] | ​ | [Description of Securities of Norwegian Cruise Line Holdings [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837023002361/nclh-20221231xex4d13.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d16.htm)] |

| [removed: 10.1] [added: 10.1] | ​ | [removed: [Fourth] [added: [Fifth] Amendment Agreement, dated [removed: December 23, 2021,] [added: June 15, 2023,] to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto [removed: (incorporated herein by](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d1.htm)] |

| [added: 10.86] | [added: ​] | [removed: [reference] [added: [Form of Restricted Cash Retention Agreement (2022) (incorporated herein by reference] to Exhibit [removed: 10.1] [added: 10.60] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm)] [added: 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d60.htm)] |

| [removed: 10.2] [added: 10.4] | ​ | [removed: [Fifth] [added: [Sixth] Amendment Agreement, dated [removed: December 23, 2021,] [added: June 15, 2023,] to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto [removed: (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)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d4.htm)] |

| [removed: 10.3] [added: 10.8] | [added: ​] | [removed: [Third] [added: [Fifth] Supplemental Agreement, dated [removed: December] [added: October] 23, [removed: 2021,] [added: 2023,] to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders [added: party] thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent [removed: (incorporated herein by reference to Exhibit 10.3 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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d8.htm)] |

| [removed: 10.4] [added: 10.57] | [removed: ​] | [removed: [Side] [added: [Second Amended and Restated Commitment] Letter, dated [removed: December 13, 2022, by and] [added: February 22, 2023,] among [removed: Breakaway Three, Ltd. and Breakaway Four, Ltd., as borrowers,] NCL Corporation [removed: Ltd., as guarantor, NCL International, Ltd., as shareholder, and KfW IPEX-Bank GmbH as CIRR agent, Hermes agent] [added: Ltd.] and [removed: facility agent] [added: the purchasers named therein] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: December 19, 2022] [added: February 27, 2023] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922128260/tm2232741d1_ex10-2.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923026003/tm237748d1_ex10-1.htm)] |

| [removed: 10.5] [added: 10.10] | | [removed: [Fourth] [added: [Fifth] Supplemental Agreement, dated [removed: December 23, 2021,] [added: June 15, 2023,] to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders [removed: therein defined] [added: party thereto] and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent [removed: (incorporated herein by reference to Exhibit 10.4 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)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d10.htm)] |

| [removed: 10.6] [added: 10.13] | [added: ​] | [removed: [Amendment] [added: [Sixth Amended and Restated Credit] Agreement, dated [removed: December 6, 2022,] [added: October 18, 2023,] by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party [removed: thereto and] [added: thereto,] JPMorgan Chase Bank, N.A., as administrative agent and [added: as] collateral agent, [removed: which amends] [added: and] the [removed: Fifth Amended] [added: joint bookrunners] and [removed: Restated Credit Agreement, dated May 8, 2020] [added: arrangers and co-documentation agents named thereto] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: December 9, 2022] [added: October 19, 2023] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465922125885/tm2232307d1_ex10-1.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex10-1.htm)] |

| [removed: 10.7] [added: 10.14] | [added: ​] | [removed: [Fourth] [added: [Fifth] Supplemental Agreement, dated [removed: December 23, 2021,] [added: June 15, 2023,] to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: (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)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d14.htm)] |

| [removed: 10.9] [added: 10.17] | ​ | [removed: [Fifth] [added: [Sixth] Supplemental Agreement, dated [removed: December 23, 2021,] [added: June 15, 2023,] to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: (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)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] |

| [removed: 10.10] [added: 10.20] | [added: ​] | [Amendment and Restatement Agreement, dated as of [removed: February 17, 2021,] [added: May 19, 2023,] among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent and SACE agent,] which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.13] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23, 2021] [added: August 8, 2023] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-3.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d13.htm)] |

| [removed: 10.11] [added: 10.23] | [added: ​] | [removed: [Supplemental] [added: [Amendment and Restatement] Agreement, dated as of [removed: December 23, 2021,] [added: May 19, 2023,] among [removed: Riviera] [added: Marina] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent and SACE agent,] which amends [removed: the Amendment] and [removed: Restatement] [added: restates the Loan] Agreement, [added: originally] dated as of [removed: February 17, 2021] [added: July 18, 2008] (incorporated herein by reference to Exhibit [removed: 10.9] [added: 10.11] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 10-Q] filed on [removed: March 1, 2022] [added: August 8, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d9.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d11.htm)] |

| [removed: 10.12] [added: 10.22] | [removed: ​] | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: November 30, 2023,] among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Norwegian Cruise Line Holdings Ltd. and] Oceania Cruises [removed: S. de R.L.,] [added: Ltd.,] as charterer and shareholder, [added: Norwegian Cruise Line Holdings Ltd.,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent [removed: (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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d22.htm)] |

| [removed: 10.13] [added: 10.26] | ​ | [Amendment and Restatement Agreement, dated as of [removed: February 17, 2021,] [added: May 19, 2023,] among [removed: Marina] [added: Explorer] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee,] which amends and restates the Loan Agreement, originally dated as of July [removed: 18, 2008] [added: 31, 2013] (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.8] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23, 2021] [added: August 8, 2023] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-4.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d8.htm)] |

| [removed: 10.14] [added: 10.29] | ​ | [removed: [Supplemental] [added: [Amendment and Restatement] Agreement, dated as of [removed: December 23, 2021,] [added: May 19, 2023,] among [removed: Marina] [added: Explorer II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: HSBC Bank PLC, and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee,] which amends [removed: the Amendment] and [removed: Restatement] [added: restates the Loan] Agreement, [added: originally] dated as of [removed: February 17, 2021] [added: March 30, 2016] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.14] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 10-Q] filed on [removed: March 1, 2022] [added: August 8, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d11.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d14.htm)] |

| [removed: 10.15] [added: 10.25] | [removed: ​] | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: November 30, 2023,] among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Norwegian Cruise Line Holdings Ltd. and] Oceania Cruises [removed: S. de R.L.,] [added: Ltd.,] as charterer and shareholder, [added: Norwegian Cruise Line Holdings Ltd.,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent [removed: (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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d25.htm)] |

| | | [removed: [shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale,] [added: [BNP Paribas Fortis S.A./N.V.,] HSBC Bank PLC, [removed: and] KfW IPEX-Bank GmbH, [added: and Cassa Depositi e Prestiti S.P.A.,] as joint mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee,] which amends and restates the Loan Agreement, originally dated as of [removed: July 31, 2013] [added: April 12, 2017] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.9] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23, 2021] [added: August 8, 2023] (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/1513761/000155837023013825/nclh-20230630xex10d9.htm)] |

| [removed: 10.17] [added: 10.31] | [removed: ​] | [Supplemental Agreement, dated [removed: as of December 23, 2021,] [added: November 30, 2023,] among Explorer [added: II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises [removed: S. de R.L.,] [added: Ltd.,] as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and [removed: the other parties thereto, which amends the Amendment] [added: Crédit Agricole Corporate] and [removed: Restatement Agreement, dated] [added: Investment Bank,] as [removed: of February 17, 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)] [added: agent, SACE agent and security trustee #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d31.htm)] |

| [removed: 10.18] [added: 10.28] | [removed: ​] | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: November 30, 2023,] among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Norwegian Cruise Line Holdings Ltd. and] Seven Seas Cruises [removed: S. de R.L.,] [added: Ltd.,] as charterer and shareholder, [added: Norwegian Cruise Line Holdings Ltd.,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, [added: and] Crédit Agricole Corporate and Investment Bank, as [removed: agent and SACE] agent, [removed: and Crédit Agricole Corporate] [added: SACE agent] and [removed: Investment Bank, as] security trustee [removed: (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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d28.htm)] |

| [removed: 10.19] [added: 10.46] | | [Amendment and Restatement Agreement, dated as of [removed: February 17, 2021,] [added: April 6, 2023 and effective as of April 28, 2023,] 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, [added: BNP Paribas, as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto,] [added: Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee,] which amends and restates the Loan Agreement, originally dated as of [removed: March 30, 2016] [added: December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.5] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February 23, 2021] [added: May 2, 2023] (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/1513761/000110465923055027/tm2312962d1_ex10-5.htm)] |

| [removed: 10.20] [added: 10.30] | ​ | [removed: [Supplemental] [added: [Amendment] Agreement, dated [added: October 24, 2023 and effective] as of [removed: December 23, 2021,] [added: November 9, 2023,] among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW [removed: Ipex-Bank] [added: IPEX-Bank] GmbH, as joint mandated lead arrangers, and [removed: the other parties thereto, which amends the Amendment] [added: Crédit Agricole Corporate] and [removed: Restatement Agreement, dated] [added: Investment Bank,] as [removed: of February 17, 2021 (incorporated herein by reference to Exhibit 10.15 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-20211231xex10d15.htm)] [added: agent, SACE agent and security trustee](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d30.htm)] |

| [removed: 10.21] [added: 10.27] | ​ | [removed: [Supplemental] [added: [Amendment] Agreement, dated [removed: December 16, 2022, by] [added: October 24, 2023] and [added: effective as of November 9, 2023,] among Explorer [removed: II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Norwegian Cruise Line Holdings Ltd. and] Seven Seas Cruises S. de R.L., as charterer and shareholder, [added: Norwegian Cruise Line Holdings Ltd.,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, [removed: HSBC Bank PLC,] and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, [added: and] Crédit Agricole Corporate and Investment Bank, as [removed: agent and SACE] agent, [removed: and Crédit Agricole Corporate] [added: SACE agent] and [removed: Investment Bank, as] security [removed: 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)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d27.htm)] |

| [removed: 10.22] [added: 10.35] | [added: ​] | [Amendment and Restatement Agreement, dated as of [removed: June 17, 2021, but effective as of July 5, 2021,] [added: May 19, 2023,] among Leonardo [removed: One,] [added: 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., [removed: KfW IPEX-Bank GmbH,] HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and [removed: the other parties thereto,] [added: Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee,] which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.10] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August [removed: 9, 2021] [added: 8, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d1.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d10.htm)] |

| [removed: 10.23] [added: 10.42] | ​ | [removed: [Supplemental] [added: [Amendment and Restatement] Agreement, dated as of [removed: December 23, 2021,] [added: April 6, 2023 and effective as of April 28, 2023,] among Leonardo [removed: One,] [added: 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., [added: HSBC Bank PLC,] KfW IPEX-Bank GmbH, [removed: HSBC Bank PLC and] Cassa Depositi e Prestiti S.P.A., [added: Banco Santander, S.A. and Société Générale,] as joint mandated lead arrangers, [added: BNP Paribas, as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto,] [added: Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee,] which amends [removed: the Amendment] and [removed: Restatement] [added: restates the Loan] Agreement, [added: originally] dated as of [removed: June 17, 2021] [added: December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.3] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on [removed: March 1, 2022] [added: May 2, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d17.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923055027/tm2312962d1_ex10-3.htm)] |

| [removed: 10.24] [added: 10.33] | ​ | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: October 23, 2023,] among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank [removed: GmbH] [added: GmbH,] and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, [added: and] Crédit Agricole Corporate and Investment Bank, as [removed: agent and SACE] agent, [removed: and Crédit Agricole Corporate] [added: SACE agent] and [removed: Investment Bank, as] security [removed: 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)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d33.htm)] |

| [removed: 10.25] [added: 10.40] | [added: ​] | [Amendment and Restatement Agreement, dated as of [removed: June 17, 2021, but] [added: April 6, 2023 and] effective as of [removed: July 5, 2021,] [added: April 28, 2023,] among Leonardo [removed: Two,] [added: Four,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, [removed: Crédit Agricole Corporate and Investment Bank,] [added: 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 [removed: the other parties thereto,] [added: BNP Paribas S.A. as agent, SACE agent and security trustee,] which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: August 9, 2021] [added: May 2, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d2.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923055027/tm2312962d1_ex10-2.htm)] |

| [removed: 10.26] [added: 10.44] | ​ | [removed: [Supplemental] [added: [Amendment and Restatement] Agreement, dated as of [removed: December 23, 2021,] [added: April 6, 2023 and effective as of April 28, 2023,] among Leonardo [removed: Two,] [added: 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 [removed: PLC and] [added: PLC, KfW IPEX-Bank GmbH,] Cassa Depositi e Prestiti S.P.A., [added: Banco Santander, S.A. and Société Générale,] as joint mandated lead arrangers, [added: BNP Paribas, as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto,] [added: Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee,] which amends [removed: the Amendment] and [removed: Restatement] [added: restates the Loan] Agreement, [added: originally] dated as of [removed: June 17, 2021] [added: December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.19] [added: 10.4] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on [removed: March 1, 2022] [added: May 2, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d19.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923055027/tm2312962d1_ex10-4.htm)] |

| [removed: 10.27] [added: 10.36] | ​ | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: October 23, 2023,] among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, [added: and] Crédit Agricole Corporate and Investment Bank, as [removed: agent and SACE] agent, [removed: and Crédit Agricole Corporate] [added: SACE agent] and [removed: Investment Bank, as] security [removed: 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)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d36.htm)] |

| [removed: 10.28] [added: 10.38] | [added: ​] | [Amendment and Restatement Agreement, dated as of [removed: June 17, 2021, but] [added: April 6, 2023 and] effective as of [removed: July 6, 2021,] [added: April 28, 2023,] among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and [removed: the other parties thereto,] [added: BNP Paribas S.A. as agent, SACE agent and security trustee,] which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: August 9, 2021] [added: May 2, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d3.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923055027/tm2312962d1_ex10-1.htm)] |

| [removed: 10.29] [added: 10.41] | ​ | [Supplemental Agreement, dated [removed: as of December 23, 2021,] [added: November 30, 2023,] among Leonardo [removed: Three,] [added: Four,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and [removed: the other parties](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm)] [added: BNP Paribas S.A., as agent, SACE agent and security trustee #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d41.htm)] |

| [added: 10.85] | [added: ​] | [removed: [thereto, which amends the Amendment and Restatement Agreement, dated as] [added: [Form] of [removed: June 17, 2021] [added: Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2022)] (incorporated herein by reference to Exhibit [removed: 10.21] [added: 10.59] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm)] [added: 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d59.htm)] |

| [removed: 10.30] [added: 10.34] | [removed: ​] | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: November 30, 2023,] among Leonardo [removed: Three,] [added: One,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto, [removed: HSBC Bank PLC,] [added: Crédit Agricole Corporate and Investment Bank,] BNP Paribas Fortis S.A./N.V., [added: HSBC Bank PLC,] KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as [removed: joint] mandated lead arrangers, [removed: BNP Paribas S.A., as agent] and [removed: SACE agent,] [added: Crédit Agricole Corporate] and [removed: BNP Paribas S.A.,] [added: Investment Bank,] as [added: agent, SACE agent and] security trustee [removed: (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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d34.htm)] |

| [removed: 10.31] [added: 10.51] | | [Amendment and Restatement Agreement, dated as of [removed: June 17, 2021, but effective as of July 6, 2021,] [added: May 19, 2023,] among [removed: Leonardo Four, Ltd.,] [added: O Class Plus One, LLC,] as borrower, NCL Corporation Ltd., as guarantor, [removed: NCL International, Ltd.,] [added: Oceania Cruises S. de R.L.,] as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, [removed: KfW IPEX-Bank GmbH,] [added: Crédit Agricole Corporate and Investment Bank,] BNP Paribas Fortis S.A./N.V., HSBC Bank [removed: PLC and] [added: PLC, KfW IPEX-Bank GmbH,] Cassa Depositi e Prestiti S.P.A., [added: Banco Santander, S.A. and Société Générale.,] as joint mandated lead arrangers, [added: BNP Paribas, as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto,] [added: Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee,] which amends and restates the Loan Agreement, originally dated as of [removed: April 12, 2017] [added: December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.12] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August [removed: 9, 2021] [added: 8, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d4.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d12.htm)] |

| [removed: 10.32] [added: 10.54] | [removed: ​] | [removed: [Supplemental] [added: [Amendment and Restatement] Agreement, dated as of [removed: December 23, 2021,] [added: April 6, 2023 and effective as of April 28, 2023,] among [removed: Leonardo Four, Ltd.,] [added: O Class Plus Two, LLC,] as borrower, NCL Corporation Ltd., as guarantor, [removed: NCL International, Ltd.,] [added: Oceania Cruises S. de R.L.,] as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, [removed: KfW IPEX-Bank GmbH,] [added: Crédit Agricole Corporate and Investment Bank,] BNP Paribas Fortis S.A./N.V., HSBC Bank [removed: PLC and] [added: PLC, KfW IPEX-Bank GmbH,] Cassa Depositi e Prestiti S.P.A., [added: Banco Santander, S.A. and Société Générale.,] as joint mandated lead arrangers, [added: BNP Paribas S.A., as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto,] [added: Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee,] which amends [removed: the Amendment] and [removed: Restatement] [added: restates the Loan] Agreement, [added: originally] dated as of [removed: June 17, 2021] [added: December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.23] [added: 10.6] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on [removed: March 1, 2022] [added: May 2, 2023] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d23.htm)] [added: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923055027/tm2312962d1_ex10-6.htm)] |

| [removed: 10.33] [added: 10.43] | [removed: ​] | [Supplemental Agreement, dated [removed: December 16, 2022, by and] [added: November 30, 2023,] among Leonardo [removed: Four,] [added: Five,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, [removed: HSBC Bank PLC,] [added: Crédit Agricole Corporate and Investment Bank,] BNP Paribas Fortis S.A./N.V., [added: HSBC Bank PLC,] KfW IPEX-Bank [removed: GmbH and] [added: GmbH,] Cassa Depositi e Prestiti S.P.A., [added: Banco Santander, S.A. and Société Générale,] as joint mandated lead arrangers, BNP Paribas S.A., as [removed: agent] [added: facility agent, Crédit Agricole Corporate] and [added: Investment Bank, as] SACE agent, and [removed: BNP Paribas S.A.,] [added: HSBC Corporate Trustee Company (UK) Limited,] as security trustee [removed: (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)] [added: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d43.htm)] |

| [removed: 10.34] [added: 10.45] | [added: ​] | [removed: [Amendment and Restatement] [added: [Supplemental] Agreement, dated [removed: as of June 17, 2021, but effective as of July 5, 2021,] [added: November 30, 2023,] among Leonardo [removed: Five,] [added: 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, [added: BNP Paribas S.A., as facility agent, Crédit Agricole Corporate] and [removed: the other parties thereto, which amends] [added: Investment Bank, as SACE agent,] and [removed: restates the Loan Agreement, originally dated] [added: HSBC Corporate Trustee Company (UK) Limited,] as [removed: 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)] [added: security trustee #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d45.htm)] |

| [removed: 10.35] [added: 10.56] | ​ | [Supplemental Agreement, dated [removed: as of December 23, 2021,] [added: November 30, 2023,] among [removed: Leonardo Five, Ltd.,] [added: O Class Plus Two, LLC,] as borrower, NCL Corporation Ltd., as guarantor, [removed: NCL International,] [added: Oceania Cruises] Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, [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 (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)] [added: security trustee #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d56.htm)] |

| 4.12 | ​ | [First Supplemental Indenture, dated October 11, 2023, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d12.htm) |

| 4.13 | ​ | [Second Supplemental Indenture, dated December 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d13.htm) |

| 4.14 | ​ | [Indenture, dated October 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to 8.125% Senior Secured Notes Due 2029 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex4-1.htm) |

| 10.2 | ​ | [Sixth Amendment Agreement, dated October 23, 2023, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d2.htm) |

| 10.3 | | [Seventh Amendment Agreement, dated November 30, 2023, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d3.htm) |

| 10.5 | | [Seventh Amendment Agreement, dated October 23, 2023, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d5.htm) |

| 10.6 | | [Eighth Amendment Agreement, dated November 30, 2023, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d6.htm) |

| 10.7 | | [Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm) |

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

| 10.9 | ​ | [Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d9.htm) |

| 10.11 | | [Sixth Supplemental Agreement, dated October 23, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d11.htm) |

| 10.12 | ​ | [Seventh Supplemental Agreement, dated November 30, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d12.htm) |

| 10.15 | ​ | [Sixth Supplemental Agreement, dated October 23, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d15.htm) |

| 10.16 | | [Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d16.htm) |

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

| 10.18 | ​ | [Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d18.htm) |

| 10.19 | | [Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm) |

| 10.32 | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d9.htm) |

| 10.39 | ​ | [Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d39.htm) |

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

| 10.48 | ​ | [Side Letter, dated November 9, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d48.htm) |

| 10.49 | ​ | [Second Side Letter, dated November 13, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d49.htm) |

| 10.61 | ​ | [Amendment to Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay, dated as of September 1, 2023*](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d61.htm) |

| 10.68 | | [Employment Agreement by and between NCL (Bahamas) Ltd. and Daniel S. Farkas, effective as of July 17, 2023*](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d68.htm) |

| 10.69 | | [Employment Agreement by and between NCL (Bahamas) Ltd. and Patrik Dahlgren, effective as of June 12, 2023*](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d69.htm) |

| 10.74 | | [Directors’ Compensation Policy (effective January 1, 2024)*](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d74.htm) |

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| 97.1 | ​ | [Policy Regarding the Recovery of Certain Compensation Payments](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex97d1.htm) |

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

| 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) |

| 10.16 | | [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) |

| 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) |

| 10.44 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 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) |

| 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) |

| 10.47 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021 (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) |

| 10.48 | ​ | [Supplemental Agreement, dated December 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 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 10.15 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) |

| 10.72 | | [Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement (2017) (incorporated herein by reference to Exhibit 10.52 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917001650/t1700165_ex10-52.htm) |

| 10.74 | | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-2.htm) |

| 10.75 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.77 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020001661/ex-10d77.htm) |

| 10.76 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.78 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020001661/ex-10d78.htm) |

| 10.77 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.57 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d57.htm) |

| 10.78 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.58 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d58.htm) |

| 10.79 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2022) (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d59.htm) |

| 10.80 | ​ | [Form of Restricted Cash Retention Agreement (2022) (incorporated herein by reference to Exhibit 10.60 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d60.htm) |

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 [removed: annual report] [added: Annual Report] on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 28, [removed: 2023.][added: 2024.]

Each person whose signature appears below constitutes and appoints [removed: Frank J.][added: Harry Sommer, Mark A.]

| /s/ [removed: Frank J. Del Rio] [added: Harry Sommer] | | Director, President and Chief Executive Officer | | February 28, [removed: 2023] [added: 2024] |

| /s/ Mark A. Kempa | | Executive Vice President and Chief Financial Officer | | February 28, [removed: 2023] [added: 2024] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February 28, [removed: 2023] [added: 2024] |

| /s/ Harry C. Curtis | | Director | | February 28, [removed: 2023] [added: 2024] |

| /s/ David M. Abrams | | Director | | February 28, [removed: 2023] [added: 2024] |

| /s/ Stella David | | Director | | February 28, [removed: 2023] [added: 2024] |

| /s/ Russell W. Galbut | | Director [added: and Chairman] | | February 28, [removed: 2023] [added: 2024] |

| /s/ Mary E. Landry | | Director | | February 28, [removed: 2023] [added: 2024] |

| /s/ Zillah Byng-Thorne | | Director | | February 28, [removed: 2023] [added: 2024] |

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

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

| Description | | [removed: 12/31/21] [added: 12/31/22] | | | expenses | | | accounts (a) | | ​ | Deductions (b) | | | [removed: 12/31/22] [added: 12/31/23] | |

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

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#StatementsofOperations_691799)] [added: 2021](#StatementsofOperations_691799)] | [removed: F-5] [added: F-4] |

| [Consolidated Statements of Comprehensive Loss for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#StatementsofComprehensiveIncome)] [added: 2021](#StatementsofComprehensiveIncome)] | [removed: F-6] [added: F-5] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BalanceSheets_856648)] [added: 2022](#BalanceSheets_856648)] | [removed: F-7] [added: F-6] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#StatementsofCashFlows_342525)] [added: 2021](#StatementsofCashFlows_342525)] | [removed: F-8] [added: F-7] |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#StatementsofChangesinShareholdersEquity_)] [added: 2021](#StatementsofChangesinShareholdersEquity_)] | [removed: F-9] [added: F-8] |

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

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive [removed: loss,] [added: income (loss),] of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).