Item 16. Form 10-K Summary

None.

​

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 28, 2024.

	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/ Harry Sommer
	Name:	Harry Sommer
	Title:	President and Chief Executive Officer

​

POWER OF ATTORNEY

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

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

Signature		Title		Date
/s/ Harry Sommer		Director, President and Chief Executive Officer		February 28, 2024
Harry Sommer		(Principal Executive Officer)
/s/ Mark A. Kempa		Executive Vice President and Chief Financial Officer		February 28, 2024
Mark A. Kempa		(Principal Financial Officer)
/s/ Faye L. Ashby		Senior Vice President and Chief Accounting Officer		February 28, 2024
Faye L. Ashby		(Principal Accounting Officer)
/s/ José E. Cil		Director		February 28, 2024
José E. Cil
/s/ Harry C. Curtis		Director		February 28, 2024
Harry C. Curtis
/s/ David M. Abrams		Director		February 28, 2024
David M. Abrams
/s/ Stella David		Director		February 28, 2024
Stella David
/s/ Russell W. Galbut		Director and Chairman		February 28, 2024
Russell W. Galbut
/s/ Mary E. Landry		Director		February 28, 2024
Mary E. Landry
​	​	​	​	​
/s/ Zillah Byng-Thorne		Director		February 28, 2024
Zillah Byng-Thorne
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

​

​

Norwegian Cruise Line Holdings Ltd.

Schedule II Valuation and Qualifying Accounts (in thousands)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		Charged to			Charged to			​	​		​	​
​		Balance		​	costs and		​	other		​	​	​	​	Balance
Description	​	12/31/21			expenses			accounts (a)		​	Deductions (b)			12/31/22
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	87,849	​	$	—	​	$	52,219	​	$	(335)	​	$	139,733

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		Charged to			Charged to			​	​		​	​
​	​	Balance		​	costs and		​	other		​	​	​	​	Balance
Description		12/31/22			expenses			accounts (a)		​	Deductions (b)			12/31/23
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Valuation allowance on deferred tax assets	​	$	139,733	​	$	—	​	$	561,693	​	$	(6,661)	​	$	694,765

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

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

​

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	F-1
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021	F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021	F-5
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021	F-7
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021	F-8
Notes to the Consolidated Financial Statements	F-9

​

​

​

Report of Independent Registered Public Accounting Firm

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

​

Opinions on the Financial Statements and Internal Control over Financial Reporting

​

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

​

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

​

Change in Accounting Principle

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

​

Basis for Opinions

​

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

​

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

​

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

​

​

F-1

Definition and Limitations of Internal Control over Financial Reporting

​

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

​

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

​

Critical Audit Matters

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

Ship Accounting – New Ships and Ship Improvements

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated ships and ship improvements balances were $18.5 billion and $2.9 billion as of December 31, 2023, respectively. Management determines the weighted average useful lives of ships based on estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. In 2023, the Company took delivery of Oceania Cruises’ first Allura Class Ship. Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, management assigned the Allura Class Ships a weighted-average useful life of 35 years. A residual value of 10% was established based on management’s long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives. Additionally, the Company capitalized approximately $204.2 million of costs associated with ship improvements during the year ended December 31, 2023. Ship improvement costs that management believes add value to the ships are capitalized to the ship. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. To determine the useful lives of the major components of new ships and ship improvements, management considers the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.

​

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

F-2

and are capitalized appropriately; and (iii) whether the residual value assigned to the new class of ship is appropriate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

​

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the useful lives of the major components of new ships and ship improvements, whether ship improvements add value and are capitalized appropriately, and whether the residual value assigned to the new class of ship is appropriate. These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to the major components of new ships and ship improvements, considering the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions; (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs; and (iii) evaluating the residual value assigned to the new class of ship. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the assigned useful lives of the major components of new ships and ship improvements, and residual value of the new class of ship.

​

/s/ PricewaterhouseCoopers LLP

Miami, Florida

February 28, 2024

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

​

​

F-3

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(in thousands, except share and per share data)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Revenue		​			​			​
Passenger ticket	​	$	5,753,966	​	$	3,253,799	​	$	392,752
Onboard and other	​		2,795,958	​		1,589,961	​		255,234
Total revenue	​		8,549,924	​		4,843,760	​		647,986
Cruise operating expense	​			​			​
Commissions, transportation and other	​		1,883,279	​		1,034,629	​		143,524
Onboard and other	​		599,904	​		357,932	​		54,037
Payroll and related	​		1,262,119	​		1,088,639	​		537,439
Fuel	​		716,833	​		686,825	​		301,852
Food	​		358,310	​		263,807	​		62,999
Other	​		648,142	​		835,254	​		508,186
Total cruise operating expense	​		5,468,587	​		4,267,086	​		1,608,037
Other operating expense	​			​			​
Marketing, general and administrative	​		1,341,858	​		1,379,105	​		891,452
Depreciation and amortization	​		808,568	​		749,326	​		700,845
Total other operating expense	​		2,150,426	​		2,128,431	​		1,592,297
Operating income (loss)	​		930,911	​		(1,551,757)	​		(2,552,348)
Non-operating income (expense)	​			​			​
Interest expense, net	​		(727,531)	​		(801,512)	​		(2,072,925)
Other income (expense), net	​		(40,204)	​		76,566	​		123,953
Total non-operating income (expense)	​		(767,735)	​		(724,946)	​		(1,948,972)
Net income (loss) before income taxes	​		163,176	​		(2,276,703)	​		(4,501,320)
Income tax benefit (expense)	​		3,002	​		6,794	​		(5,267)
Net income (loss)	​	$	166,178	​	$	(2,269,909)	​	$	(4,506,587)
Weighted-average shares outstanding	​			​			​
Basic	​		424,424,962	​		419,773,195	​		365,449,967
Diluted	​		427,400,849	​		419,773,195	​		365,449,967
Earnings (loss) per share	​			​			​
Basic	​	$	0.39	​	$	(5.41)	​	$	(12.33)
Diluted	​	$	0.39	​	$	(5.41)	​	$	(12.33)

​

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

​

F-4

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Net income (loss)	​	$	166,178	​	$	(2,269,909)	​	$	(4,506,587)
Other comprehensive loss:	​			​			​
Shipboard Retirement Plan	​		(3,413)	​		8,889	​		393
Cash flow hedges:	​		​	​		​	​		​
Net unrealized loss	​		(1,773)	​		(104,017)	​		(110,379)
Amount realized and reclassified into earnings	​		(26,173)	​		(96,865)	​		65,017
Total other comprehensive loss	​		(31,359)	​		(191,993)	​		(44,969)
Total comprehensive income (loss)	​	$	134,819	​	$	(2,461,902)	​	$	(4,551,556)

​

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

​

F-5

Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(in thousands, except share data)

​

​	​	​	​	​	​	​
​	​	December 31,
​		2023			2022
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	402,415	​	$	946,987
Accounts receivable, net	​		280,271	​		326,272
Inventories	​		157,646	​		148,717
Prepaid expenses and other assets	​		472,816	​		450,893
Total current assets	​		1,313,148	​		1,872,869
Property and equipment, net	​		16,433,292	​		14,516,366
Goodwill	​		98,134	​		98,134
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,147,891	​		1,569,800
Total assets	​	$	19,492,990	​	$	18,557,694
Liabilities and shareholders’ equity	​			​
Current liabilities:	​			​
Current portion of long-term debt	​	$	1,744,778	​	$	991,128
Accounts payable	​		174,338	​		228,742
Accrued expenses and other liabilities	​		1,058,919	​		1,318,460
Advance ticket sales	​		3,060,666	​		2,516,521
Total current liabilities	​		6,038,701	​		5,054,851
Long-term debt	​		12,314,147	​		12,630,402
Other long-term liabilities	​		839,335	​		803,850
Total liabilities	​		19,192,183	​		18,489,103
Commitments and contingencies (Note 13)	​			​
Shareholders’ equity:	​			​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; and 425,546,570 shares issued and outstanding at December 31, 2023 and 421,413,565 shares issued and outstanding at December 31, 2022	​		425	​		421
Additional paid-in capital	​		7,708,957	​		7,611,564
Accumulated other comprehensive income (loss)	​		(508,438)	​		(477,079)
Accumulated deficit	​		(6,900,137)	​		(7,066,315)
Total shareholders’ equity	​		300,807	​		68,591
Total liabilities and shareholders’ equity	​	$	19,492,990	​	$	18,557,694

​

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

​

F-6

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(in thousands)

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Cash flows from operating activities		​			​			​
Net income (loss)	​	$	166,178	​	$	(2,269,909)	​	$	(4,506,587)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	​			​			​
Depreciation and amortization expense	​		883,236	​		810,053	​		758,604
(Gain) loss on derivatives	​	​	13,760	​	​	8,618	​	​	(39,842)
Loss on extinguishment of debt	​		6,701	​		188,799	​		1,399,816
Provision for bad debts and inventory obsolescence	​		6,190	​		13,609	​		19,284
Gain on involuntary conversion of assets	​	​	(6,852)	​	​	(2,300)	​	​	(9,486)
Share-based compensation expense	​		118,940	​		113,563	​		124,077
Net foreign currency adjustments	​		8,188	​		(10,795)	​		(9,865)
Changes in operating assets and liabilities:	​		​	​		​	​		​
Accounts receivable, net	​		39,649	​		828,661	​		(1,159,998)
Inventories	​		(11,042)	​		(33,609)	​		(37,481)
Prepaid expenses and other assets	​		410,266	​		(602,258)	​		26,690
Accounts payable	​		(50,976)	​		(16,196)	​		152,026
Accrued expenses and other liabilities	​		(82,202)	​		252,837	​		292,843
Advance ticket sales	​		503,678	​		928,947	​		521,910
Net cash provided by (used in) operating activities	​		2,005,714	​		210,020	​		(2,468,009)
Cash flows from investing activities	​			​			​
Additions to property and equipment, net	​		(2,750,362)	​		(1,783,857)	​		(752,843)
Purchases of short-term investments	​	​	—	​	​	—	​	​	(1,010,000)
Proceeds from maturities of short-term investments	​	​	—	​	​	240,000	​	​	770,000
Cash paid on settlement of derivatives	​	​	(162,942)	​	​	(224,137)	​	​	(23,496)
Other, net	​	​	16,161	​	​	12,090	​	​	12,295
Net cash used in investing activities	​		(2,897,143)	​		(1,755,904)	​		(1,004,044)
Cash flows from financing activities	​			​			​
Repayments of long-term debt	​		(3,758,234)	​		(1,770,172)	​		(2,113,063)
Proceeds from long-term debt	​		4,322,941	​		3,003,003	​		2,601,317
Common share issuance proceeds, net	​	​	—	​	​	—	​	​	2,665,843
Proceeds from employee related plans	​		5,307	​		5,267	​		3,141
Net share settlement of restricted share units	​		(26,860)	​		(20,987)	​		(16,687)
Early redemption premium	​		—	​		(172,012)	​		(1,354,882)
Deferred financing fees	​		(196,297)	​		(58,875)	​		(107,451)
Net cash provided by financing activities	​		346,857	​		986,224	​		1,678,218
Net decrease in cash and cash equivalents	​		(544,572)	​		(559,660)	​		(1,793,835)
Cash and cash equivalents at beginning of period	​		946,987	​		1,506,647	​		3,300,482
Cash and cash equivalents at end of period	​	$	402,415	​	$	946,987	​	$	1,506,647

​

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

​

F-7

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Accumulated			Retained			​	​
​	​	​	​	​	Additional		​	Other		​	Earnings		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	(Accumulated		​	Shareholders’
​	​	Shares			Capital			Income (Loss)			Deficit)			Equity
Balance, December 31, 2020	​	$	316	​	​	4,889,355	​	​	(240,117)	​	​	(295,449)	​	$	4,354,105
Share-based compensation	​	​	—	​	​	124,077	​	​	—	​	​	—	​	​	124,077
Issuance of shares under employee related plans	​	​	—	​	​	3,141	​	​	—	​	​	—	​	​	3,141
Common share issuance proceeds, net	​	​	101	​	​	2,665,434	​	​	—	​	​	—	​	​	2,665,535
Net share settlement of restricted share units	​	​	—	​	​	(16,687)	​	​	—	​	​	—	​	​	(16,687)
Cumulative change in accounting policy	​	​	—	​	​	(131,240)	​	​	—	​	​	5,630	​	​	(125,610)
Other	​	​	—	​	​	(20,355)	​	​	—	​	​	—	​	​	(20,355)
Other comprehensive loss, net	​	​	—	​	​	—	​	​	(44,969)	​	​	—	​	​	(44,969)
Net loss	​	​	—	​	​	—	​	​	—	​	​	(4,506,587)	​	​	(4,506,587)
Balance, December 31, 2021	​	​	417	​	​	7,513,725	​	​	(285,086)	​	​	(4,796,406)	​	​	2,432,650
Share-based compensation	​	​	—	​	​	113,563	​	​	—	​	​	—	​	​	113,563
Issuance of shares under employee related plans	​	​	4	​	​	5,263	​	​	—	​	​	—	​	​	5,267
Net share settlement of restricted share units	​	​	—	​	​	(20,987)	​	​	—	​	​	—	​	​	(20,987)
Other comprehensive loss, net	​	​	—	​	​	—	​	​	(191,993)	​	​	—	​	​	(191,993)
Net loss	​	​	—	​	​	—	​	​	—	​	​	(2,269,909)	​	​	(2,269,909)
Balance, December 31, 2022	​	​	421	​	​	7,611,564	​	​	(477,079)	​	​	(7,066,315)	​	​	68,591
Share-based compensation	​	​	—	​	​	118,940	​	​	—	​	​	—	​	​	118,940
Issuance of shares under employee related plans	​	​	4	​	​	5,303	​	​	—	​	​	—	​	​	5,307
Common share issuance for NCLC exchangeable notes	​	​	—	​	​	10	​	​	—	​	​	—	​	​	10
Net share settlement of restricted share units	​	​	—	​	​	(26,860)	​	​	—	​	​	—	​	​	(26,860)
Other comprehensive loss, net	​	​	—	​	​	—	​	​	(31,359)	​	​	—	​	​	(31,359)
Net income	​	​	—	​	​	—	​	​	—	​	​	166,178	​	​	166,178
Balance, December 31, 2023	​	$	425	​	$	7,708,957	​	$	(508,438)	​	$	(6,900,137)	​	$	300,807

​

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

​

F-8

Norwegian Cruise Line Holdings Ltd.

Notes to the Consolidated Financial Statements

​

1.	Description of Business

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of December 31, 2023, we had 32 ships with approximately 66,500 Berths and had orders for five additional ships currently scheduled to be delivered. We have four Prima Class Ships on order with currently scheduled delivery dates from 2025 through 2028. We have one Allura Class Ship on order for delivery in 2025. These additions to our fleet are expected to increase our total Berths to approximately 82,500.

During the three months ended December 31, 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 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

​

2.	Summary of Significant Accounting Policies

Liquidity

As of December 31, 2023, we had liquidity of approximately $2.3 billion, including cash and cash equivalents of $402.4 million, borrowings available under our $1.2 billion undrawn Revolving Loan Facility and the impact of our $650 million undrawn commitment of Class B Notes and Backstop Notes issuable by NCLC less related fees (see Note 8 – “Long-Term Debt”). We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

Basis of Presentation

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

Cash and Cash Equivalents

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

Short-term Investments

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

Accounts Receivable, Net

Accounts receivable are shown net of an allowance for credit losses of $13.2 million and $14.0 million as of December 31, 2023 and 2022, respectively. Accounts receivable, net includes $20.1 million and $118.4 million due from credit card processors within 12 months as of December 31, 2023 and 2022, respectively.

F-9

Inventories

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

Advertising Costs

Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $512.7 million, $577.8 million and $300.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Earnings Per Share

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

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Net income (loss)	​	$	166,178	​	$	(2,269,909)	​	$	(4,506,587)
Basic weighted-average shares outstanding	​		424,424,962	​		419,773,195	​		365,449,967
Dilutive effect of share awards	​		2,975,887	​		—	​		—
Diluted weighted-average shares outstanding	​		427,400,849	​		419,773,195	​		365,449,967
Basic EPS	​	$	0.39	​	$	(5.41)	​	$	(12.33)
Diluted EPS	​	$	0.39	​	$	(5.41)	​	$	(12.33)

​

Each exchangeable note (see Note 8 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method. During the year ended December 31, 2023, 2022 and 2021 the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the years ended December 31, 2023, 2022 and 2021, a total of 87.6 million, 92.6 million and 102.1 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Property and Equipment, Net

Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. In 2023, the Company took delivery of Oceania Cruises’ first Allura Class Ship. Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Allura Class Ships a weighted-average useful life of 35 years. A residual value of 10% was established based on our long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the major components

F-10

of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10-15% reduction for the estimated residual values of ships as follows:

​

​	​	​
​		Useful Life
Ships		30‑35 years
Computer hardware and software		3‑10 years
Other property and equipment		3‑40 years
Leasehold improvements		Shorter of lease term or asset life
Ship improvements		Shorter of asset life or life of the ship

​

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

Goodwill and Trade Names

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

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

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

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

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

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

F-11

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

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

We also may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value, including goodwill. In 2023, this consisted of a discounted future cash flow model to determine the fair value of the reporting unit. Our discounted cash flow valuation reflects our principal assumptions of 1) forecasted future operating results and growth rates, 2) forecasted capital expenditures for fleet growth and ship improvements and 3) a weighted average cost of capital of market participants, adjusted for an optimal capital structure. We believe that the approach was the most representative method to assess fair value as it utilized expectations of long-term growth as well as current market conditions. For the trade names, we may also use a quantitative assessment, which, in 2023, utilized the relief from royalty method and includes the same forecasts and discount rates from the discounted cash flow valuation in the goodwill assessment along with a trade name royalty rate assumption.

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

For our annual impairment evaluation, we performed a quantitative assessment for the Regent Seven Seas reporting unit and of each brand’s trade names. As of October 1, 2023, our annual review supports the carrying value of these assets.

Revenue and Expense Recognition

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

Disaggregation of Revenue

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

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

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
North America	​	$	5,002,796	​	$	3,076,788	​	$	424,377
Europe	​		2,754,160	​		1,557,308	​		211,767
Asia-Pacific	​		533,484	​		115,438	​		6,186
Other	​		259,484	​		94,226	​		5,656
Total revenue	​	$	8,549,924	​	$	4,843,760	​	$	647,986

​

North America includes the U.S., the Caribbean, Canada and Mexico. Europe includes the Baltic region, Canary Islands

and Mediterranean. Asia-Pacific includes Australia, New Zealand and Asia. Other includes all other international

territories.

​

​

F-12

Segment Reporting

​

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

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Revenue attributable to U.S.-sourced guests was 84%, 85% and 87% for the years ended December 31, 2023, 2022 and 2021, respectively. No other individual country’s revenues exceeded 10% in any of our last three years.

Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had 21 ships with Bahamas registry with a carrying value of $11.5 billion as of December 31, 2023 and 20 ships with Bahamas registry with a carrying value of $10.6 billion as of December 31, 2022. We had 10 ships with Marshall Islands registry with a carrying value of $3.6 billion as of December 31, 2023 and eight ships with Marshall Islands registry with a carrying value of $2.3 billion as of December 31, 2022. We also had one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2023 and 2022.

Debt Issuance Costs

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

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a loss of $28.7 million, a gain of $55.8 million and a gain of $20.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows.

Derivative Instruments and Hedging Activity

We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes critical terms match or regression analysis and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties.

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

F-13

as the underlying hedged transactions. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged.

Concentrations of Credit Risk

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

Insurance

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

Income Taxes

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

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

Share-Based Compensation

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

Recently Issued Accounting Guidance

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 includes additional disclosures on an interim and annual basis and requires that the disclosures be applied to public entities that have a single reportable segment. These provisions are effective for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024. ASU will 2023-07 shall be applied retrospectively unless it is impracticable to do so. We will evaluate the impact of ASU 2023-07 on our notes to the consolidated financial statements.

​

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024 and

F-14

should be applied on a prospective basis. We will evaluate the impact of ASU 2023-09 on our notes to the consolidated financial statements.

​

3.	Revenue and Expense from Contracts with Customers

Nature of Goods and Services

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

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

Timing of Satisfaction of Performance Obligations and Significant Payment Terms

The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received and include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation. The inception of substantive cancellation penalties generally coincides with dates that final payment is due, and penalties generally increase as the voyage sail date approaches. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Our standard payment and cancellation penalties apply for all sailings after March 31, 2023.

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

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

Contract Balances

Receivables from customers are included within accounts receivable, net. As of December 31, 2023 and 2022, our receivables from customers were $126.4 million and $94.2 million, respectively, primarily related to in-transit credit card receivables.

F-15

Contract liabilities represent the Company’s obligation to transfer goods and services to a customer. A customer deposit held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the customer and is usually recognized in earnings within 180 days of becoming a contract. Other deposits held and included within advance ticket sales or other long-term liabilities are not considered contract liabilities as they are largely cancelable and refundable. Our contract liabilities are included within advance ticket sales. Future cruise credits that have been issued as face value reimbursement for cancelled bookings due to COVID-19 are approximately $78.0 million as of December 31, 2023. The future cruise credits are not contracts, and therefore, guests who elected this option are excluded from our contract liability balance; however, the credit for the original amount paid is included in advance ticket sales.

As of December 31, 2023, our contract liabilities were $2.2 billion. Of the amounts included within contract liabilities as of December 31, 2023, approximately 40% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. As of December 31, 2022, our contract liabilities were $1.7 billion. Approximately $1.7 billion of the December 31, 2022 contract liability balance has been recognized in revenue for the year ended December 31, 2023.

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 through May 2022. As a result of increases in our Occupancy following our return to service as well as our cancellation policies returning to our standard terms, there has been an increase in the contract liability balance as of December 31, 2023. The addition of new ships also increases the contract liability balances as the number of sailings available for sale increases with each new ship. In 2023, three new ships were delivered. Additionally, cruises on Norwegian Aqua and Oceania Cruises’ Allura are available for sale.

Practical Expedients and Exemptions

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

Contract Costs

Management generally expects that incremental commissions and credit card fees paid as a result of obtaining ticket contracts are recoverable; therefore, we recognize these amounts as assets when they are paid prior to the voyage. Costs of air tickets, port taxes and other fees that fulfill future performance obligations are also considered recoverable and are recorded as assets. Costs incurred to obtain customers were $231.9 million and $184.0 million as of December 31, 2023 and 2022, respectively. Costs to fulfill contracts with customers were $135.5 million and $125.9 million as of December 31, 2023 and 2022, respectively. Both costs to obtain and fulfill contracts with customers are recognized within prepaid expenses and other assets. Incremental commissions, credit card fees, air ticket costs, and port taxes and fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in commissions, transportation and other expense.

​

For cruise vacations that had been cancelled by us due to COVID-19, approximately $0.3 million and $36.3 million in costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card fees, were recognized in earnings during the year ended December 31, 2022 and 2021, respectively.

​

4.	Goodwill and Trade Names

Goodwill and trade names are not subject to amortization. As of December 31, 2023 and 2022, the carrying values were $98.1 million for goodwill and $500.5 million for trade names. We evaluate goodwill and trade names for impairment

F-16

annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.

The changes in the carrying amount of goodwill are as follows (in thousands):

​	​	​	​
​	​	​
​	​	Total
​	​	Goodwill
Accumulated impairment loss		$	(1,290,797)
Balance, December 31, 2022	​	​	98,134
Impairment loss	​	​	—
Balance, December 31, 2023	​	$	98,134

​

The carrying value of our trade names was $500.5 million, which consists of $207.5 million for Norwegian Cruise Line, $140.0 million for Oceania Cruises and $153.0 million for Regent Seven Seas Cruises.

​

​

​

​

5. Leases

Nature of Leases

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

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

​

​	​	​	​	​	​	​	​	​	​
​		Year Ended			Year Ended			Year Ended
​		December 31, 2023			December 31, 2022			December 31, 2021
Operating lease expense	​	$	54,290	​	$	47,558	​	$	17,534
Variable lease expense	​	​	25,364	​	​	29,886	​	​	12,414
Short-term lease expense	​	​	36,853	​	​	38,476	​	​	6,421

​

Lease balances were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​
​		Balance Sheet location		December 31, 2023		​	December 31, 2022
Operating leases				​		​	​
Right-of-use assets		Other long-term assets	​	$	753,652	​	$	707,086
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	23,226	​	​	39,689
Non-current operating lease liabilities		Other long-term liabilities	​	​	644,646	​	​	588,064

​

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended			Year Ended			Year Ended
​	​	December 31, 2023			December 31, 2022			December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​	​	​	​
Operating cash outflows from operating leases	​	$	122,499	​	$	47,828	​	$	31,385
​	​	​	​	​	​	​	​	​	​
Right-of-use assets obtained in exchange for lease obligations:	​	​	​	​	​	​	​	​	​
Operating leases	​	​	77,954	​	​	(76,173)	​	​	506,761

​

F-17

The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2022 decreased primarily related to a modification of a port facility agreement.

​

Other supplemental information related to leases was as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended			Year Ended			Year Ended
​	​	December 31, 2023			December 31, 2022			December 31, 2021
Weighted average remaining lease term (years) - operating leases	​		22.68	​		22.90	​		24.28	​
Weighted average discount rate - operating leases	​	​	7.92	%	​	7.33	%	​	5.41	%

​

As of December 31, 2023, maturities of lease liabilities were as follows (in thousands):

​

​	​	​	​
​	​	Operating
​		leases
2024	​	$	73,103
2025	​		72,433
2026	​		75,885
2027	​		69,936
2028	​		67,166
Thereafter	​		1,152,215
Total	​		1,510,738
Less: Present value discount	​		(842,866)
Present value of lease liabilities	​	$	667,872

​

Sales-Type Lease

We have one sales-type lease for constructed land-based transportation equipment and infrastructure. The remaining term of the lease is 19 years. At the end of the lease term, the assets shall be conveyed to the lessee. As of December 31, 2023, the lease receivable is $40.4 million and is recognized within accounts receivable, net and other long-term assets. The maturities of the lease receivable as of December 31, 2023 were as follows (in thousands):

​	​	​	​
​	​	Sales-type
​		lease
2024	​	$	2,482
2025	​		2,482
2026	​		2,482
2027	​		2,482
2028	​		2,482
Thereafter	​		28,032
Total	​	$	40,442

​

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

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

For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on the number of days on which we have the right to use a specified asset. We have adopted the practical expedient to

F-18

exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements that are short-term are disclosed below and include both fixed and variable payments.

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

As our leases do not have a readily determinable implicit rate, we estimated our incremental borrowing rate to determine the net present value of the lease payments at the commencement date. Our incremental borrowing rate was estimated based on the rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the asset.

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

​

Leases That Have Not Yet Commenced

​

We have one agreement related to our rights to use a port facility which is under construction. The lease term for this agreement has not commenced as of December 31, 2023. Although we may have provided design input or advances related to these assets, we have determined that we do not control the assets during the period of construction. The lease is expected to commence in 2024. This port facility has undiscounted minimum annual guarantees of approximately $141.1 million of passenger fees.

​

​

​

​

​

F-19

6.	Accumulated Other Comprehensive Income (Loss)

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2023								​
​		​	​		​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(477,079)		$	(480,578)	​	$	3,499
Current period other comprehensive loss before reclassifications	​		(5,441)	​		(1,773)			(3,668)
Amounts reclassified into earnings	​		(25,918)	​		(26,173)	(1)		255	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(508,438)	​	$	(508,524)	(3)	$	86

​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2022								​
​		​	​		​	​	​	Change
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period		$	(285,086)		$	(279,696)	​	$	(5,390)
Current period other comprehensive income (loss) before reclassifications			(95,506)			(104,017)			8,511
Amounts reclassified into earnings			(96,487)			(96,865)	(1)		378	(2)
Accumulated other comprehensive income (loss) at end of period		$	(477,079)		$	(480,578)	​	$	3,499

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

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

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

(3)	Includes $24.7 million of loss expected to be reclassified into earnings in the next 12 months.

​

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7.	Property and Equipment, Net

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

​	​	​	​	​	​	​
​	​	December 31,
​		2023			2022
Ships	​	$	18,462,250	​	$	15,751,860
Ship improvements	​		2,899,114	​		2,718,818
Ships under construction	​		548,182	​		871,813
Land and land improvements	​		58,370	​		58,370
Other	​		999,471	​		880,056
​	​		22,967,387	​		20,280,917
Less: accumulated depreciation	​		(6,534,095)	​		(5,764,551)
Property and equipment, net	​	$	16,433,292	​	$	14,516,366

​

The increase in ships was primarily due to the additions of Oceania Cruises’ Vista, Norwegian Viva and Regent Seven Seas Grandeur. The Company capitalized approximately $204.2 million of costs associated with ship improvements and $96.0 million associated with other information technology assets during the year ended December 31, 2023. Repairs and maintenance expenses including Dry-dock expenses were $160.8 million, $223.5 million and $199.7 million for the years ended December 31, 2023, 2022 and 2021, respectively, and were recorded within other cruise operating expense.

Ships under construction include progress payments to the shipyard, planning and design fees and other associated costs. Capitalized interest costs which were primarily associated with the construction or revitalization of ships amounted to $56.4 million, $58.4 million and $43.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

​

​

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8.	Long-Term Debt

Long-term debt consisted of the following:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Interest Rate			​	​	​	Balance
​	​	December 31,			​	Maturities	​	December 31,
​		2023		2022		Through		2023			2022
​	​	​	​	​	​	​	​	(in thousands)
​	​	​	​	​	​	​	​	​	​	​	​	​
Revolving Loan Facility	​	—	​	6.45	%	2026	​	$	—	​	$	875,000
Term Loan A Facility	​	—	​	6.80	%	2025	​		—	​		1,447,851
$862.5 million 6.000% exchangeable notes	​	6.00	%	6.00	%	2024	​	​	146,044	​	​	144,608
$450.0 million 5.375% exchangeable notes	​	5.38	%	5.38	%	2025	​	​	446,027	​	​	443,688
$1,150.0 million 1.125% exchangeable notes	​	1.13	%	1.13	%	2027	​	​	1,132,079	​	​	1,126,543
$473.2 million 2.50% exchangeable notes	​	2.50	%	2.50	%	2027	​	​	465,339	​	​	462,991
$1,000.0 million 5.875% senior secured notes	​	5.88	%	5.88	%	2027	​	​	990,560	​	​	987,522
$600.0 million 7.75% senior unsecured notes	​	7.75	%	7.75	%	2029	​	​	593,521	​	​	592,266
$790.0 million 8.125% senior secured notes	​	8.13	%	—	​	2029	​	​	779,241	​	​	—
$250.0 million 9.75% senior secured notes	​	9.75	%	—	​	2028	​	​	239,695	​	​	—
$600.0 million 8.375% senior secured notes	​	8.38	%	—	​	2028	​	​	590,796	​	​	—
$525.0 million 6.125% senior unsecured notes	​	6.13	%	6.13	%	2028	​	​	520,402	​	​	519,314
$1,425.0 million 5.875% senior unsecured notes	​	5.88	%	5.88	%	2026	​		1,416,779	​		1,413,053
$565.0 million 3.625% senior unsecured notes	​	3.63	%	3.63	%	2024	​	​	563,788	​	​	562,517
€529.8 million Breakaway one loan (1)	​	6.73	%	5.53	%	2026	​		140,721	​		224,808
€529.8 million Breakaway two loan (1)	​	5.18	%	4.25	%	2027	​		216,317	​		302,280
€590.5 million Breakaway three loan (1)	​	3.86	%	3.75	%	2027	​		303,184	​		393,341
€729.9 million Breakaway four loan (1)	​	3.66	%	3.62	%	2029	​		437,721	​		537,542
€710.8 million Seahawk 1 term loan (1)	​	4.35	%	4.25	%	2030	​		501,416	​		600,504
€748.7 million Seahawk 2 term loan (1)	​	4.27	%	4.24	%	2031	​		650,189	​		757,265
Leonardo newbuild one loan	​	2.68	%	2.68	%	2034	​		960,901	​		1,043,850
Leonardo newbuild two loan	​	2.77	%	2.77	%	2035	​		1,022,829	​		259,315
Leonardo newbuild three loan	​	1.89	%	1.22	%	2037	​		199,689	​		40,765
Leonardo newbuild four loan	​	1.31	%	1.31	%	2038	​		42,037	​		40,765
Explorer newbuild loan	​	4.37	%	4.44	%	2028	​		166,239	​		210,634
Splendor newbuild loan	​	3.62	%	3.36	%	2032	​	​	333,143	​	​	383,085
Grandeur newbuild loan	​	3.70	%	—	​	2035	​	​	501,987	​	​	—
Marina newbuild loan	​	7.06	%	4.41	%	2027	​		56,283	​		101,194
Riviera newbuild loan	​	6.84	%	5.78	%	2026	​		67,683	​		135,290
Vista newbuild loan	​	3.64	%	—	​	2035	​	​	560,943	​	​	—
Finance lease and license obligations	​	Various		Various		2028	​		13,372	​		15,539
Total debt	​	​	​	​			​	​	14,058,925		​	13,621,530
Less: current portion of long-term debt	​	​	​	​			​	​	(1,744,778)		​	(991,128)
Total long-term debt	​	​	​	​			​	$	12,314,147	​	$	12,630,402

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

​

In February 2023, NCLC issued $600.0 million aggregate principal amount of 8.375% senior secured notes due February 1, 2028 (the “2028 Senior Secured Notes”). The 2028 Senior Secured Notes and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the Sixth ARCA and the 2029 Senior Secured Notes (as defined below). The 2028 Senior Secured Notes are guaranteed by our subsidiaries that own the vessels that secure the 2028 Senior Secured Notes. NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 1, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time on or after February 1, 2025, at the redemption prices set forth in the indenture governing the 2028

F-22

Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 1, 2025, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2028 Senior Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 108.375% of the principal amount of the 2028 Senior Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2028 Senior Secured Notes issued remains outstanding following such redemption. The 2028 Senior Secured Notes pay interest at 8.375% per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.

​

The net proceeds from the 2028 Senior Secured 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.

​

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

In July 2022, NCLC entered into a $1 billion amended and restated commitment letter (the “commitment letter”) with the purchasers named therein (collectively, the “Commitment Parties”), which superseded a $1 billion commitment letter previously executed in November 2021. The commitment letter, among other things, extended the commitments thereunder through March 31, 2023. In February 2023, NCLC and the Commitment Parties amended and restated the commitment letter (the “current commitment letter”) to extend $650 million of commitments thereunder through February 2024, with an option for NCLC to further extend such commitments through February 2025 at its election. 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. Pursuant to the current commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of up to $650 million of senior secured notes at NCLC’s option. NCLC has the option to make up to two draws, consisting of (i) $250 million of senior secured notes due 2028 that, if issued, will accrue interest at a rate of 11.00% per annum subject to a 1.00% increase or decrease based on certain market conditions at the time drawn (the “Class B Notes”) and (ii) $400 million aggregate principal amount of 8.00% senior secured notes due five years after the issue date (the “Backstop Notes”). The Class B Notes and the Backstop Notes are subject to a quarterly commitment fee of 0.75% for so long as the commitments with respect to Class B Notes or the Backstop Notes, as applicable, are outstanding, which fee will be increased to 1.00% if NCLC extends the commitments through February 2025 at its election. If drawn, the Class B Notes will be subject to an issue fee of 2.00%, and the Backstop Notes will be subject to a quarterly duration fee of 1.50%, as well as an issue fee of 3.00%.

In February 2023, 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 (the “Class A Notes” and, collectively with the Class B Notes and the Backstop Notes, the “Notes”), subject to an issue fee of 2.00%. NCLC used the net proceeds from the Class A Notes for general corporate purposes. NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time prior to February 22, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time on or after February 22, 2025, at the redemption prices set forth in the indenture governing the Class A Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. The Class A Notes pay interest at 9.75% per annum, quarterly on February 15, May 15, August 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding February 1, May 1, August 1 and November 1, respectively.

The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, secured by first-priority interests in, among other things and subject to certain agreed security principles, shares of capital stock in certain guarantors, our material intellectual property and two islands that we use in the operations of our cruise business. The

F-23

Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, guaranteed by our subsidiaries that own the property that secures the Notes as well as certain additional subsidiaries whose assets do not secure the Notes.

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

In February 2023, NCLC entered into a Backstop Agreement with Morgan Stanley & Co. LLC (“MS”), pursuant to which MS agreed to provide backstop committed financing to refinance and/or repay in whole or in part amounts then outstanding under the Senior Secured Credit Facility. Pursuant to the Backstop Agreement, we could, at our sole option, issue and sell to MS (subject to the satisfaction of certain conditions) five-year senior unsecured notes up to an aggregate principal amount sufficient to generate gross proceeds of $300 million at any time between October 4, 2023 and January 2, 2024. As a result of the refinancing of the Senior Secured Credit Facility in October 2023 (discussed below), the backstop committed financing was no longer applicable.

In April 2023, $82.5 million in aggregate principal amount of the Revolving Loan Facility due January 2024 was assigned to a new lender, and the maturity date was extended by one year to January 2025. The terms of the assigned principal were the same as the existing lenders who extended commitments in December 2022 under Amendment No. 4 to the Senior Secured Credit Facility.

In April 2023, we took delivery of Oceania Cruises’ Vista. We had export credit financing in place for 80% of the contract price. The associated $632.6 million term loan bears interest at a fixed rate of 3.64% with a maturity date of April 30, 2035. Principal and interest payments are payable semiannually.

In May and June 2023, certain of NCLC’s export-credit backed facilities were amended to replace LIBOR with Term SOFR. In connection with these amendments, the Company adopted Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. As of June 30, 2023, we have applied certain optional expedients in our accounting for these amendments and the impact was immaterial.

In August 2023, we took delivery of Norwegian Viva. We had export credit financing in place for 80% of the contract price. The associated $1.1 billion term loan bears interest at a fixed rate of 2.77% with a maturity date of August 3, 2035. Principal and interest payments are payable semiannually.

In October 2023, NCLC issued $790.0 million aggregate principal amount of 8.125% senior secured notes due January 15, 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the Sixth ARCA and the 2028 Senior Secured Notes. The 2029 Senior Secured Notes are guaranteed by our subsidiaries that own the vessels that secure the 2029 Senior Secured Notes. NCLC may redeem the 2029 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to January 15, 2026, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2029 Senior Secured Notes at its option, in whole or in part, at any time and from time to time on or after January 15, 2026, at the redemption prices set forth in the indenture governing the 2029 Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to January 15, 2026, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2029 Senior Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 108.125% of the principal amount of the 2029 Senior Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the

F-24

aggregate principal amount of the 2029 Senior Secured Notes issued remains outstanding following such redemption. The 2029 Senior Secured Notes pay interest at 8.125% per annum, semiannually on January 15 and July 15 of each year, commencing on July 15, 2024, to holders of record at the close of business on the immediately preceding January 1 and July 1, respectively.

The net proceeds from the 2029 Senior Secured 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.

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

In October 2023, NCLC entered into the Sixth ARCA, an amendment and restatement of the Senior Secured Credit Facility. The Sixth ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $875 million to $1.2 billion. The Sixth ARCA and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the 2028 Senior Secured Notes and the 2029 Senior Secured Notes. The commitments and any loans under the Revolving Loan Facility mature on October 18, 2026, provided that (a) if, on September 16, 2024, NCLC’s 3.625% senior notes due December 2024 have not been repaid or refinanced with indebtedness maturing after January 16, 2027 and a liquidity test of $800 million is not satisfied on that date, the maturity date will be September 16, 2024, (b) if, on May 2, 2025, NCLC’s 2025 Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after January 16, 2027 and a liquidity test of $800 million is not satisfied on that date, the maturity date will be May 2, 2025, and (c) if, on December 15, 2025, more than $300 million of NCLC’s 5.875% senior notes due March 2026 remain outstanding and the remainder has not been repaid or refinanced with indebtedness maturing after January 16, 2027, the maturity date will be December 15, 2025. Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00% and 1.25% and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term Secured Overnight Financing Rate plus a margin of between 1.00% and 2.25%. The commitments under the Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15% and 0.30%. The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.

The Sixth ARCA also (a) increased the basket for Permitted Additional Debt (as defined in the Sixth ARCA) and increased the amount of such additional debt that may be secured on assets that are not collateral and (b) extended certain financial covenants through the amended maturity date. As described above, the net proceeds from the 2029 Senior Secured Notes, together with cash on hand, were used to repay all of 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 are outstanding under the Sixth ARCA.

In November 2023, we took delivery of Regent’s Seven Seas Grandeur. We had export credit financing in place for 80% of the contract price. The associated $543.8 million term loan bears interest at a fixed rate of 3.7% with a maturity date of November 14, 2035. Principal and interest payments are payable semiannually.

Exchangeable Notes

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and enhances transparency in disclosures. One model which was eliminated is the bifurcation of embedded conversion features that are not accounted for separately as derivatives. Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes

F-25

(as defined below) contain conversion options that may be settled with NCLH’s ordinary shares. As the options are both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives. The Private Exchangeable Notes contained a beneficial conversion feature, which was recognized within additional paid-in capital with an offsetting discount to the carrying amount of the debt. The discount was amortized to interest expense through December 31, 2020. On January 1, 2021, we early adopted ASU 2020-06 using a modified retrospective approach. As a result, the $131.2 million beneficial conversion feature previously recognized was reclassified from additional paid-in capital to long-term debt, and the discount amortization of $5.6 million was adjusted through accumulated deficit.

As of December 31, 2023, NCLC had outstanding $146.6 million aggregate principal amount of 6.00% exchangeable senior notes due May 15, 2024 (the “2024 Exchangeable Notes”). The 2024 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2024 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 72.7273 ordinary shares per $1,000 principal amount of 2024 Exchangeable Notes (equivalent to an initial exchange price of approximately $13.75 per ordinary share). The maximum exchange rate is 89.4454 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2024 Exchangeable Notes pay interest at 6.00% per annum, semiannually on May 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding May 1 and November 1, respectively.

​

As of December 31, 2023, NCLC had outstanding $450.0 million aggregate principal amount of 5.375% exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2025 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 53.3333 ordinary shares per $1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $18.75 per ordinary share). The maximum exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2025 Exchangeable Notes pay interest at 5.375% per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.

As of December 31, 2023, NCLC had outstanding $1,150.0 million aggregate principal amount of 1.125% exchangeable senior notes due February 15, 2027 (the “2027 1.125% Exchangeable Notes”). The 2027 1.125% Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2027 1.125% Exchangeable Notes for, at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 1.125% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The initial exchange rate is 29.6850 ordinary shares per $1,000 principal amount of 2027 1.125% Exchangeable Notes (equivalent to an initial exchange price of approximately $33.69 per ordinary share). The maximum exchange rate is 42.3012 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 1.125% Exchangeable Notes pay interest at 1.125% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

As of December 31, 2023, NCLC had outstanding $473.2 million in aggregate principal amount of 2.5% exchangeable senior notes due February 15, 2027 (the “2027 2.5% Exchangeable Notes”). The 2027 2.5% Exchangeable Notes are guaranteed by NCLH on a senior basis. At their option, holders may exchange their 2027 2.5% Exchangeable Notes for,

F-26

at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, upon exchange, the 2027 2.5% Exchangeable Notes will convert into redeemable preference shares of NCLC, which will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 2.5% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate initially will be 28.9765 ordinary shares per $1,000 principal amount of 2027 2.5% Exchangeable Notes (equivalent to an initial exchange price of approximately $34.51 per ordinary share). The maximum exchange rate is 44.1891 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 2.5% Exchangeable Notes pay interest at 2.5% per annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2023 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes (1)	​	$	146,601	​	$	(557)	​	$	146,044	​	$	217,790	​	Level 2
2025 Exchangeable Notes	​	​	449,990	​	​	(3,963)	​	​	446,027	​	​	572,567	​	Level 2
2027 1.125% Exchangeable Notes	​	​	1,150,000	​	​	(17,921)	​	​	1,132,079	​	​	1,068,431	​	Level 2
2027 2.5% Exchangeable Notes	​	​	473,175	​	​	(7,836)	​	​	465,339	​	​	453,784	​	Level 2

(1)	Classified within current portion of long-term debt as of December 31, 2023. We expect that the holders of the 2024 Exchangeable Notes will exchange their 2024 Exchangeable Notes for shares.

​

The following is a summary of NCLC’s exchangeable notes as of December 31, 2022 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes	​	$	146,601	​	$	(1,993)	​	$	144,608	​	$	161,840	​	Level 2
2025 Exchangeable Notes	​	​	450,000	​	​	(6,312)	​	​	443,688	​	​	433,580	​	Level 2
2027 1.125% Exchangeable Notes	​	​	1,150,000	​	​	(23,457)	​	​	1,126,543	​	​	763,830	​	Level 2
2027 2.5% Exchangeable Notes	​	​	473,175	​	​	(10,184)	​	​	462,991	​	​	331,743	​	Level 2

​

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

​	​	​	​	​	​	​
​	​	Year Ended		​	Year Ended
​	​	December 31, 2023		​	December 31, 2022
Coupon interest	​	​	57,750	​	​	55,759
Amortization of deferred financing fees	​	​	11,669	​	​	11,143
Total	​	$	69,419	​	$	66,902

​

The effective interest rate is 7.04%, 5.97%, 1.64% and 3.06% for the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.

​

​

F-27

Interest Expense

Interest expense, net for the year ended December 31, 2023 was $727.5 million which included $73.5 million of amortization of deferred financing fees and an approximately $8.8 million loss on extinguishment and modification of debt. Interest expense, net for the year ended December 31, 2022 was $801.5 million which included $59.3 million of amortization of deferred financing fees and a $193.4 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2021 was $2.1 billion which included $54.4 million of amortization of deferred financing fees and a $1.4 billion loss on extinguishment and modification of debt.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes which can be settled in shares and finance lease obligations as of December 31, 2023 for each of the next five years (in thousands):

​

​	​	​	​
Year		Amount
2024	​	$	1,744,778
2025	​		1,321,318
2026	​		2,231,259
2027	​		3,283,980
2028	​		1,940,397
Thereafter	​		3,907,320
Total	​	$	14,429,052

​

We had an accrued interest liability of $195.2 million and $151.8 million as of December 31, 2023 and 2022, respectively.

Debt Covenants

As of December 31, 2023, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.

9.	Related Party Disclosures

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

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

F-28

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

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

​

10.	Fair Value Measurements and Derivatives

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

Fair Value Hierarchy

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

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

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

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

Derivatives

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

As of December 31, 2023, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 756 thousand metric tons of our projected fuel purchases, maturing through December 31, 2025.

F-29

As of December 31, 2023, we had fuel swaps pertaining to approximately 26 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through December 31, 2024.

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	December 31,		​	December 31,		​	December 31,		​	December 31,
​		Balance Sheet Location		2023			2022			2023			2022
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	—	​	$	53,224	​	$	—	​	$	7,137
​	​	Other long-term assets	​	​	—	​	​	3,869	​	​	—	​	​	655
​	​	Accrued expenses and other liabilities	​		4,309	​		—	​		11,247	​		—
​	​	Other long-term liabilities	​		137	​		—	​		8,932	​		—
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		—	​		3,617	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		4,386	​		—	​		177,746
Total derivatives designated as hedging instruments			​	$	4,446	​	$	65,096	​	$	20,179	​	$	185,538
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	Prepaid expenses and other assets	​	$	—	​	$	84	​	$	—	​	$	348
​	​	Other long-term assets	​	​	—	​	​	—	​	​	—	​	​	191
​	​	Accrued expenses and other liabilities	​	​	141	​	​	—	​	​	1,031	​	​	—
​	​	Other long-term liabilities	​	​	—	​	​	—	​	​	280	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total derivatives not designated as hedging instruments			​	$	141	​	$	84	​	$	1,311	​	$	539
Total derivatives	​	​	​	$	4,587	​	$	65,180	​	$	21,490	​	$	186,077

​

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

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

F-30

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2023		Amounts			Offset			Amounts			Not Offset			Net Amounts
Liabilities	​	​	21,490	​	​	(4,587)	​	​	16,903	​	​	—	​	​	16,903

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2022		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	60,794	​	$	(8,331)	​	$	52,463	​	$	(3,617)	​	$	48,846
Liabilities	​	​	177,746	​	​	(4,386)	​	​	173,360	​	​	(146,381)	​	​	26,979

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	Location of Gain		​	​		​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)								​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other								​	Income (Loss) into	​	Comprehensive
Derivatives		Comprehensive Income									Income		Income (Loss) into Income
​	​	Year Ended December 31,								​	​	​	Year Ended December 31,
​	​	2023		​	2022		​	2021		​	​	​	2023		​	2022		​	2021
Fuel contracts		$	(15,144)	​	$	106,994	​	$	74,434	​	Fuel		$	39,138	​	$	104,250	​	$	(41,080)
Fuel contracts	​	​	—	​	​	—	​	​	—	​	Other income (expense), net	​	​	(146)	​	​	(293)	​	​	(12,002)
Foreign currency contracts			13,371	​		(211,011)	​		(185,067)	​	Depreciation and amortization			(12,819)	​		(7,052)	​		(5,067)
Interest rate contracts			—	​		—	​		254	​	Interest expense, net			—	​		(40)	​		(6,868)
Total gain (loss) recognized in other comprehensive income		$	(1,773)	​	$	(104,017)	​	$	(110,379)	​			$	26,173	​	$	96,865	​	$	(65,017)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2023
​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income
​		Fuel			Amortization			Expense, net		​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	716,833	​	$	808,568	​	$	727,531	​	$	(40,204)
​	​	​		​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income		​			​			​		​	​	​
Fuel contracts		​	39,138		​	—		​	—	​	​	—
Foreign currency contracts		​	—	​	​	(12,819)		​	—	​	​	—
Interest rate contracts		​	—		​	—		​	—	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(146)

​

​

F-31

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2022
​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income
​	​	Fuel			Amortization			Expense, net		​	(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	686,825	​	$	749,326	​	$	801,512	​	$	76,566
​	​	​		​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​	​			​			​		​	​	​
Fuel contracts	​	​	104,250		​	—		​	—	​	​	—
Foreign currency contracts	​	​	—		​	(7,052)		​	—	​	​	—
Interest rate contracts	​	​	—		​	—		​	(40)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(293)

​

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

​

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

​

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

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Amount of Gain (Loss) Recognized in Income
​	​	​	Year Ended December 31,
​	Location of Gain (Loss)		2023			2022			2021
Derivatives not designated as hedging instruments	​	​	​	​	​	​	​	​	​	​
Fuel contracts	Other income (expense), net	​	$	(1,663)	​	$	33,850	​	$	65,507
Foreign exchange contracts	Other income (expense), net	​	​	(1,554)	​	​	(15,055)	​	​	(77)

​

Long-Term Debt

As of December 31, 2023 and 2022, the fair value of our long-term debt, including the current portion, was $13.5 billion and $11.9 billion, respectively, which was $0.9 billion and $2.0 billion lower, respectively, than the carrying values, excluding deferred financing costs. The difference between the fair value and carrying value of our long-term debt is due

F-32

to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values.

Non-Recurring Measurements of Non-Financial Assets

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

We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. As of October 1, 2023, our annual review supports the carrying value of these assets.

Other

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

11.	Employee Benefits and Share-Based Compensation

Amended and Restated 2013 Performance Incentive Plan

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares being granted to one individual in any calendar year. In May 2016, May 2021 and June 2022, the plan was amended and restated (the “Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders. Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased to a new maximum aggregate limit of 39,375,106 shares. In June 2023, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 2,633,900, resulting in an increase in the maximum aggregate limit to 42,009,006 shares. Additionally, the expiration date of the Restated 2013 Plan was extended to February 20, 2033. Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant. The vesting period for time-based options is typically set at three or four years with a contractual life of 10 years. The vesting period for time-based and performance-based restricted share units is generally three years. Forfeited awards will be available for subsequent awards under the Restated 2013 Plan.

​

F-33

Share Option Awards

There were no share option awards granted for the years ended December 31, 2023, 2022 and 2021. The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Weighted-	​	​	​
​	​	Number of Share Option Awards					​	Weighted-Average Exercise Price								​	Average	​	Aggregate
​	​	Time-	​	Performance-	​	Market-	​	Time-		​	Performance-		​	Market-		​	Contractual	​	Intrinsic
​	​	Based	​	Based	​	Based	​	Based		​	Based		​	Based		​	Term	​	Value
​	​	Awards	​	Awards	​	Awards	​	Awards		​	Awards		​	Awards		​	(years)	​	(in thousands)
Outstanding as of January 1, 2023		4,198,595	​	114,583	​	208,333	​	$	51.92	​	$	59.43	​	$	59.43	​	2.29	​	$	—
Forfeited and cancelled	​	(673,739)	​	—	​	(208,333)	​	​	46.40	​	​	—	​	​	59.43	​		​	​
Outstanding as of December 31, 2023	​	3,524,856	​	114,583	​	—	​	$	52.98	​	$	59.43	​	$	—	​	1.26	​	$	—
Vested and expected to vest as of December 31, 2023	​	3,524,856	​	114,583	​	—	​	$	52.98	​	$	59.43	​	$	—	​	1.26	​	$	—
Exercisable as of December 31, 2023	​	3,524,856	​	114,583	​	—	​	$	52.98	​	$	59.43	​	$	—	​	1.26	​	$	—

​

There were no share options exercised or cash received by the Company from exercises during 2023, 2022 or 2021. As of December 31, 2023, there was no unrecognized compensation cost, related to options granted under our share-based incentive plans.

Restricted Share Unit (“RSU”) Awards

In March 2023, NCLH granted 5.8 million time-based RSU awards to our employees, which primarily vest in substantially equal installments over three years. Also, in March 2023, NCLH granted 0.8 million performance-based RSU awards to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2025 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2026.

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

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant		​	Market-	​	Average Grant
​		Awards		Date Fair Value			Based Awards		Date Fair Value			Based Awards		Date Fair Value
Non-vested as of January 1, 2023		6,980,707	​	$	22.83		2,749,939	​	$	26.30		50,000	​	$	59.43
Granted		6,054,339	​	​	15.19		1,155,674	(1)	​	16.35		—	​	​	—
Vested		(3,352,095)	​	​	24.66		(1,564,474)	​	​	25.53		—	​	​	—
Forfeited or expired		(599,831)	​	​	17.76		(201,005)	​	​	48.48		(50,000)	​	​	59.43
Non-vested as of December 31, 2023		9,083,120	​	$	17.39		2,140,134	​	$	19.41		—	​	$	—
Non-vested and expected to vest as of December 31, 2023	​	9,083,120	​	$	17.39		1,562,297	​	$	20.54		—	​	$	—

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

As of December 31, 2023, there were total unrecognized compensation costs related to non-vested time-based, non-vested performance-based and market-based RSUs of $89.3 million, $12.1 million and $0, respectively. The costs are expected to be recognized over a weighted-average period of 1.8 years, 1.6 years and 0 years, respectively, for the time-based, performance-based and market-based RSUs. Taxes paid pursuant to net share settlements in 2023, 2022 and 2021 were $26.9 million, $21.0 million and $16.7 million, respectively.

F-34

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

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
Classification of expense		2023			2022			2021
Payroll and related (1)	​	$	18,564	​	$	21,043	​	$	22,622
Marketing, general and administrative (2)	​		100,376	​		92,520	​		101,455
Total share-based compensation expense	​	$	118,940	​	$	113,563	​	$	124,077

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

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

Employee Benefit Plans

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

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

We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up to 100% of eligible compensation each pay period, subject to certain limitations. In 2022 and 2021, we made matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation of the participant relative to the total compensation of all participants. Our matching contributions are vested according to a five-year schedule. In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we have reinstated for 2024. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S. Internal Revenue Code (the “Code”). We recorded total expenses related to the above 401(k) Plan of $0.6 million, $11.6 million and $8.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of service, subject to eligibility requirements. The Shipboard Retirement Plan is unfunded with no plan assets. The current portion of the projected benefit obligation of $1.5 million and $1.4 million was included in accrued expenses and other liabilities as of December 31, 2023 and 2022, respectively, and $32.9 million and $27.3 million was included in other long-term liabilities in our consolidated balance sheets as of December 31, 2023 and 2022, respectively.

​

​

F-35

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

​

​	​	​	​	​	​	​	​	​	​
​	​	As of or for the Year Ended December 31,
​		2023			2022			2021
Pension expense:		​			​			​
Service cost	​	$	2,312	​	$	2,797	​	$	2,902
Interest cost	​		1,472	​		873	​		717
Amortization of prior service cost	​		378	​		378	​		378
Amortization of actuarial loss	​		(123)	​		—	​		15
Total pension expense	​	$	4,039	​	$	4,048	​	$	4,012
Change in projected benefit obligation:	​			​			​
Projected benefit obligation at beginning of year	​	$	28,765	​	$	34,688	​	$	31,619
Service cost	​		2,312	​		2,797	​		2,902
Interest cost	​		1,472	​		873	​		717
Actuarial (gain) loss	​		3,668	​		(8,511)	​		—
Direct benefit payments	​		(1,813)	​		(1,082)	​		(550)
Projected benefit obligation at end of year	​	$	34,404	​	$	28,765	​	$	34,688
Amounts recognized in the consolidated balance sheets:	​			​			​
Projected benefit obligation	​	$	34,404	​	$	28,765	​	$	34,688

​

​	​	​	​	​	​	​	​	​	​
​	​	For the Year Ended December 31,
​		2023			2022			2021
Amounts recognized in accumulated other comprehensive income (loss):		​			​			​
Prior service cost	​	$	(2,269)	​	$	(2,647)	​	$	(3,025)
Accumulated actuarial gain (loss)	​		1,289	​		5,080	​		(3,431)
Accumulated other comprehensive income (loss)	​	$	(980)	​	$	2,433	​	$	(6,456)

​

The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2023, 2022 and 2021 were 5.3%, 2.8% and 2.3%, respectively, and the actuarial loss is amortized over 18 years. The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity and industry universe of high-quality corporate bonds.

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

​

​	​	​	​
Year		Amount
2024	​	$	1,467
2025	​	​	1,564
2026	​	​	1,786
2027	​	​	2,129
2028	​	​	2,479
Next five years	​	​	18,126

​

​

12.	Income Taxes

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

F-36

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 Tax Protection Act 1966. Therefore, we will 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.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any available tax loss deductions 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 the 2020 through 2024 calendar years for NCLH.

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Bermuda	​	$	—	​	$	—	​	$	—
Foreign - Other	​		163,176	​	​	(2,276,703)	​	​	(4,501,320)
Net income (loss) before income taxes	​	$	163,176	​	$	(2,276,703)	​	$	(4,501,320)

​

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Current:		​			​			​
Bermuda	​	$	—	​	$	—	​	$	—
United States	​		20	​		12,706	​		(85)
Foreign - Other	​		2,850	​		(7,183)	​		(3,264)
Total current:	​		2,870	​		5,523	​		(3,349)
Deferred:	​			​			​
Bermuda	​		—	​		—	​		—
United States	​		104	​		—	​		(1,867)
Foreign - Other	​		28	​		1,271	​		(51)
Total deferred:	​		132	​		1,271	​		(1,918)
Income tax benefit (expense)	​	$	3,002	​	$	6,794	​	$	(5,267)

​

F-37

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​		2023			2022			2021
Tax at Bermuda statutory rate	​	$	—	​	$	—	​	$	—
Foreign income taxes at different rates	​		(3,610)	​		37,434	​		38,668
Tax contingencies	​		—	​		(321)	​		(6)
Return to provision adjustments	​		8,959	​		13,039	​		1,105
Change in tax laws	​		532,387	​		—	​		—
Valuation allowance	​		(534,734)	​		(43,358)	​		(45,034)
Income tax benefit (expense)	​	$	3,002	​	$	6,794	​	$	(5,267)

​

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

​

​	​	​	​	​	​	​
​	​	As of December 31,
​		2023			2022
Deferred tax assets:		​			​
Loss carryforwards	​	$	714,095	​	$	155,386
Other	​		34,596	​		27,810
Valuation allowance	​		(694,765)	​		(139,733)
Total net deferred assets	​		53,926	​		43,463
Deferred tax liabilities:	​			​
Property and equipment	​		(53,172)	​		(42,572)
Total deferred tax liabilities	​		(53,172)	​		(42,572)
Net deferred tax asset (liability)	​	$	754	​	$	891

​

We have U.S. net operating loss carryforwards of $845.5 million and $721.3 million for the years ended December 31, 2023 and 2022, respectively, which begin to expire in 2030, a portion of which relate to Prestige discussed further below. We have state net operating loss carryforwards of $32.1 million and $24.8 million for the years ended December 31, 2023 and 2022, respectively, which expire between 2028 through 2043. As described above, as a result of the new corporate income tax legislation enacted in Bermuda on December 27, 2023, we have Bermuda opening tax loss carryforwards of $3.5 billion as of December 31, 2023, which can be carried forward indefinitely. The opening tax loss carryforwards will continue to be evaluated through the enactment date, January 1, 2025, and is subject to material change as this is an estimated amount. We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. We conduct our evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the cruise industry and broader economy. Based on the weight of available evidence, we have recorded a valuation allowance in the fourth quarter of 2023, 2022 and 2021 of $2.3 million, $43.3 million and $45.0 million, respectively, with respect to the U.S. net deferred tax assets in one of our U.S. and several of our foreign subsidiaries. Additionally, we have recorded a valuation allowance in the fourth quarter of 2023 of $532.4 million with respect to our Bermuda net deferred tax assets.

Included above are deferred tax assets associated with our operations in Norway for which we have provided a full valuation allowance. We have Norway net operating loss carryforwards of $10.8 million and $11.6 million for the years ended December 31, 2023 and 2022, respectively, which can be carried forward indefinitely.

Included above are deferred tax assets associated with Prestige. We have U.S. net operating loss carryforwards of $155.0 million for the years ended December 31, 2023 and 2022, which begin to expire in 2030. Utilization of the Prestige net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Ownership changes may limit the amount of net operating loss carryforwards that can be

F-38

utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. If we have experienced an ownership change, utilization of Prestige’s net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Subsequent ownership changes could further impact the limitation in future years. We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of Prestige, for which we had previously provided a full valuation allowance.

We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for years prior to 2020, except for years in which NOLs generated prior to 2020 are utilized.

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

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

13.	Commitments and Contingencies

Ship Construction Contracts

For the Norwegian brand, we have four Prima Class Ships on order, each ranging from approximately 156,300 to 169,000 Gross Tons with 3,550 to 3,850 Berths, with currently scheduled delivery dates from 2025 through 2028. For the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025. The Allura Class Ship will be approximately 67,800 Gross Tons and 1,250 Berths. The impacts of initiatives to improve environmental sustainability, modifications the Company has made to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries in the past. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

​

As of December 31, 2023, the combined contract prices, including amendments and change orders, of the five ships on order for delivery was approximately €5.8 billion, or $6.4 billion based on the euro/U.S. dollar exchange rate as of December 31, 2023. We have obtained fixed-rate export-credit backed financing for the ships on order which is expected to fund approximately 80% of each contract price, subject to certain conditions. We do not anticipate any contractual breaches or cancellation to occur. However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.

F-39

As of December 31, 2023, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands):

​

​	​	​	​
Year		Amount
2024	​	$	282,218
2025	​		1,904,962
2026	​		1,326,932
2027	​		1,273,658
2028	​		1,186,339
Thereafter	​		—
Total minimum annual payments	​	$	5,974,109

​

Port Facility Commitments

As of December 31, 2023, future commitments to pay for usage of certain port facilities were as follows (in thousands):

​

​	​	​	​
Year		Amount
2024	​	$	55,557
2025	​		49,724
2026	​		49,548
2027	​		46,077
2028	​		36,416
Thereafter	​		571,078
Total port facility future commitments	​	$	808,400

​

Other Commitments

The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our three brands is required to maintain a $32.0 million third-party performance guarantee in respect of liabilities for non-performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional consumer price index-based adjustments.

In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions. As of December 31, 2023, we have in place approximately £62.4 million of security guarantees for our brands as well as a consumer protection policy covering up to £107.9 million. The Company has provided approximately $1.5 million in cash to secure all the financial security guarantees required.

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

Litigation

Investigations

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

​

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Helms-Burton Act

On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal. On June 30, 2023, the Company filed its opening appellate brief with the United States Court of Appeals for the Eleventh Circuit. On September 29, 2023, the plaintiff filed its answering brief responding to the Company’s opening brief in the Eleventh Circuit. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded. The ability to make such estimates and judgments can be affected by various factors including, among other things: lack of legal precedent, stage of the proceedings, legal uncertainties inherent within the litigation process, the availability of appellate remedies, and involvement of numerous parties. We continue to believe we have meritorious defenses to the Havana Docks Matter. However, if the plaintiff prevails in the final outcome of this matter, there may be a material adverse impact on the Company’s financial condition, results of operations and/or cash flows.

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Other

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We were a party to a claim against a vendor which resulted in a verdict of approximately $159 million in favor of the Company in October 2022, for which the vendor filed a notice of appeal in February 2023. In December 2023, the Company and the vendor agreed to settle the claim and entered into a new comprehensive services arrangement with preferred rates. The favorable financial impact of these preferred rates will be recognized during the term of the 10-year arrangement as the services are provided.

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

Other Contingencies

The Company also has agreements with its credit card processors that govern approximately $2.9 billion in advance ticket sales as of December 31, 2023 that have been received by the Company relating to future voyages. These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either

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through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. As of December 31, 2023, we had cash reserves with credit card processors of approximately $51.6 million, which includes $20.1 million recognized in accounts receivable, net and $31.5 million recognized in other long-term assets. During the year ended December 31, 2023, the Company received a return of cash collateral from one credit card processor of $500 million, which was previously classified as other long-term assets. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

14.	Other Income (Expense), Net

Other income (expense), net was expense of $40.2 million, income of $76.6 million, and income of $124.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. In 2023, the expense was primarily due to net losses from foreign currency remeasurements. In 2022 and 2021, the income was primarily due to gains on derivatives not designated as hedges and gains from foreign currency remeasurements.

15.	Concentration Risk

We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor costs. We incurred expenses of $203.7 million, $162.2 million and $48.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are recorded in payroll and related in our consolidated statements of operations.

16.	Supplemental Cash Flow Information

For the year ended December 31, 2023, we had non-cash investing activities related to property and equipment of $37.7 million. For the year ended December 31, 2023, we received a refund of income taxes of $3.1 million and paid interest and related fees, net of capitalized interest, of $822.5 million including the early redemption premiums.

For the year ended December 31, 2022, we had non-cash investing activities related to property and equipment of $51.7 million. For the year ended December 31, 2022, we received a refund of income taxes of $9.5 million and paid interest and related fees, net of capitalized interest, of $750.6 million including the early redemption premiums.

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

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