Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2024 vs FY2023

For example, under the [removed: Sixth] [added: Seventh] ARCA, we are required to maintain a loan to value ratio of less than 0.70 to 1.00.

Financial covenants include free liquidity of no less than $250,000,000 at all times, [removed: a total net funded debt to total capitalization ratio and] an EBITDA to consolidated debt service ratio of at least 1.25 to 1.00 at the end of each fiscal quarter unless free liquidity is greater than or equal to $300,000,000 at that [removed: time.][added: time and a total net funded debt to total capitalization ratio.]

Our credit ratings, which have been downgraded in the past, could be [removed: further downgraded,] [added: downgraded again in the future,] which could have an impact on the availability and/or cost of financing.

We may not be able to generate sufficient cash to service our indebtedness, and [added: we] may be forced to take other actions to satisfy our obligations under our indebtedness, including refinancing our indebtedness, which may not be successful.

Any [removed: further] [added: potential] impairment of our trade names or goodwill could adversely affect our financial condition and operating results.

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

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

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

Public health [removed: crises, such as] [added: crises have, in] the [removed: COVID-19 pandemic,] [added: past, and] could [added: in the future,] have significant negative impacts on all aspects of our business.

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

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

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

[removed: The operation of cruise ships also involves the risk of other incidents at sea or while in port, including] missing guests, inappropriate crew or passenger behavior and onboard crimes, which may bring into question passenger safety, may adversely affect future industry performance and may lead to litigation against us.

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

The demand for cruises is affected by international, [removed: national and] [added: national,] local [removed: economic] [added: and other macroeconomic] conditions.

[removed: Adverse changes in the perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher] unemployment or underemployment rates, inflation, higher taxes, changes in governmental policies and political developments impacting international trade, trade [removed: disputes and] [added: disputes,] increased [removed: tariffs,] [added: tariffs or customers’ willingness to travel with us,] could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests.

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

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

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

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

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

[removed: In addition, we] [added: We] could [added: also] experience increases in other cruise operating costs due to market forces and economic or political instability resulting from increases or volatility in fuel expense.

Limited capacity and availability of shipyards and related subcontractors, including a lack of viable [removed: drydock] [added: Dry-dock] facilities in the Western Hemisphere, could impact our ability to construct or repair ships as needed.

Delays or mechanical faults may result in cancellation of cruises and/or necessitate unscheduled [removed: drydocks] [added: Dry-docks] and repairs of ships.

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

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

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

Operating internationally exposes us to a number of risks, including political risks, risks of increases in [removed: duties] [added: duties, taxes] and [removed: taxes,] [added: tariffs,] risks relating to anti-bribery laws, as well as risks that laws and policies affecting cruising, vacation or maritime businesses, or governing the operations of foreign-based companies may change.

The actions we take to meet our emissions reduction goals and requirements [removed: are expected to] [added: have in the past and may again] result in delays to our shipbuilding program.

We have also made, and plan to continue to make, investments in land-based projects including port facilities and destination projects that are susceptible to impacts from, among other things, weather events, regulatory restrictions, labor risks, [added: shortages of goods and materials and resistance from local populations.]

In the United States, the [removed: Environmental Protection Agency] [added: EPA] and the U.S. Coast Guard both have regulations addressing cruise ship operations.

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

The requirements are [removed: to be] [added: being] phased in from 2024 to 2026.

Compliance with such laws and regulations have resulted in increased costs to our Company and are expected to entail significant expenses for a combination of: ship modifications, purchases of emissions allowances, alternative fuels and [added: higher-cost compliant newbuilds.]

These issues are, and we believe will continue to be, [removed: areas of focus by the relevant authorities throughout the world.]

We believe and have taken the position that our income that is considered to be derived from the international operation of ships as well as certain income that is considered to be incidental to such income (“shipping [removed: income”),] [added: income”)] is exempt from U.S. federal income taxes under Section 883, based upon certain assumptions as to shareholdings and other information as more fully described in “Item 1—Business—Taxation.” The provisions of Section 883 are subject to change at any time, possibly with retroactive effect.

For example, the OECD and numerous jurisdictions have had an increased focus on issues concerning the taxation of multinational businesses and have adopted several related reforms, including the implementation of a global minimum tax rate of at least 15% for large multinational businesses [removed: starting] [added: that was effective] January 1, 2024 or later, which could have a material adverse effect on our aggregate tax liability and effective tax rate.

[added: During the fourth quarter of 2023, in response to the OECD’s BEPS] 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.

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

Although the Government of Bermuda has [removed: 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 [removed: 2024] [added: 2025] calendar year and beyond.

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Certain ports have also significantly increased fees related to cruise visits, affecting the profitability of visiting those destinations.

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The operation of cruise ships also involves the risk of other incidents at sea or while in port, including

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A failure to keep pace with developments in technology could impair our operations or competitive position.

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Our business continues to demand the use of sophisticated systems and technology.

These systems and technologies must be refined, updated and replaced with more advanced systems on a regular basis in order for us to meet our customers’ demands and expectations.

If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.

We also may not achieve the benefits that we anticipate from any new system or technology, such as fuel abatement technologies, and a failure to do so could result in higher than anticipated costs or could impair our operating results.

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Adverse changes in the perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher

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credit card reissuance or replacement, data restoration, regulatory fines and penalties, vendor fines and penalties, legal fees, damages and settlements.

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We have implemented a strategy to contract with fuel providers at most ports, with a market-driven pricing structure to support our itineraries.

Increases in fuel costs are predicted for the upcoming years as new regulatory requirements become effective, causing demand for alternative fuels to grow at a faster pace than the supply infrastructure development.

We are actively exploring alternative fuel solutions as regulatory requirements develop to facilitate compliance while working on fuel cost increase protection tools for additional spend mitigation, but we may not be successful in these efforts.

The E.U. has included the maritime shipping sector in the scope of its Emissions Trading System, which regulates GHG emissions through a “cap and trade” principle, since January 2024.

In addition, as of January 1, 2025, the FuelEU Maritime regulation is designed to promote the use of renewable, low-carbon fuels and clean energy technologies for ships, and mandates ships calling at E.U. ports gradually reduce the GHG intensity of their fuel usage.

Under the FuelEU Maritime regulation, ships that have a higher GHG intensity than the requirement must pay a penalty.

The penalty is progressively increased if the ship has a compliance deficit for two or more consecutive reporting periods.

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strategic initiatives could also delay or prevent the newbuild delivery, refurbishment and repair and maintenance of our ships.

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For example, Dubrovnik, Venice and Barcelona have either implemented or considered implementing such limitations on cruise ships and passengers.

We cannot predict the number or outcome of any such proceedings and the impact that they will have on our financial results, but any such impact may be material.

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

business.

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

Future increases in the cost of fuel globally or regulatory requirements which require us to use more expensive types of fuel, including more costly alternate fuel sources, would increase the cost of our cruise ship operations.

For example, as of January 2020, the IMO’s convention entitled Prevention of Pollution from Ships (MARPOL) set a global limit on fuel sulfur content of 0.5% (reduced from the previous 3.5% global limit).

Various compliance methods, such as the use of low-sulfur fuels or exhaust gas cleaning systems that reduce an equivalent amount of sulfur emissions, may be utilized.

We have elected to install exhaust gas cleaning systems on some ships in our fleet, which will allow us to continue to use high-sulfur fuel on those ships in certain areas.

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

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

Low-sulfur fuels may be costly due to increased demand and scarcity if suppliers are not able to produce sufficient quantities.

A significant delay in the delivery of a

Additionally, we are reliant on a third party to oversee certain newbuild and Dry-dock projects.

The U.S. Government announced that, effective May 2, 2019, it would no longer suspend the right of private parties to bring litigation under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, popularly known as the Helms-Burton Act, allowing certain individuals whose property was confiscated by the Cuban government beginning in 1959 to sue anyone who "traffics" in the property in question in U.S. courts.

One such certified claim against us is pending and additional claims may be brought against us in the future.

If this suit is successful after we have exhausted our ability to appeal, we may be required to pay substantial monetary damages.

shortages of goods and materials and resistance from local populations.

For example, MARPOL regulations have established special Emission Control Areas (“ECAs”) with stringent limitations on sulfur and nitrogen oxide emissions from fuel burning aboard ships.

Ships operating in designated ECAs are generally expected to meet the new sulfur oxide emissions limits through the use of low-sulfur fuels or installation of exhaust gas cleaning systems.

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

higher-cost compliant newbuilds.

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

significant time to satisfying economic substance requirements in certain of these jurisdictions.

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

If we reduced our estimated weighted average ship service life by one year, depreciation expense for the year ended December 31, [removed: 2023] [added: 2024] would have increased by [removed: $19.4] [added: $20.5] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $84.4] [added: $89.7] million.

[removed: For our evaluation of goodwill, we 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.

Each brand, Oceania Cruises, Regent [removed: 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 [removed: quantitative] [added: qualitative] assessment for the [added: Norwegian and] Regent [removed: Seven Seas] reporting [removed: unit] [added: units] and [removed: of] [added: for] each brand’s trade names.

As of December 31, [removed: 2023,] [added: 2024,] there was [removed: $98.1] [added: $135.8] million of goodwill [removed: remaining] for the Regent [removed: Seven Seas] [added: and Norwegian] reporting [removed: unit.][added: units.]

Trade names were $500.5 million as of December 31, [removed: 2023.][added: 2024.]

As of October 1, [removed: 2023,] [added: 2024,] our annual impairment reviews support the carrying values of these assets.

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

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

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

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

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

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

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

Financing [removed: Transactions][added: Transactions and Newbuild Orders]

In [removed: February 2023,] [added: September 2024,] NCLC issued [removed: $600] [added: $315.0] million aggregate principal amount of [removed: 8.375%] [added: 6.250%] senior [removed: secured] [added: unsecured] notes due [removed: 2028.][added: 2030.]

[removed: was reduced to $650 million, which may be drawn in up to two draws, and in] [added: In] connection with the execution of the [removed: current] [added: third amended] commitment letter, NCLC [removed: issued] [added: agreed to repurchase all of the outstanding] $250 million aggregate principal amount of 9.75% senior secured notes due [removed: 2028.][added: 2028 at a negotiated premium plus accrued and unpaid interest thereon.]

In [removed: October 2023,] [added: September 2024,] NCLC issued [removed: $790] [added: $315.0] million aggregate principal amount of [removed: 8.125%] [added: 6.250%] senior [removed: secured] [added: unsecured] notes due [removed: 2029.][added: 2030.]

The net [removed: proceeds from the notes,] [added: proceeds,] together with cash on hand, were used to [removed: repay the Term Loan A Facility, including to pay] [added: redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with] any accrued and unpaid interest thereon, [removed: as well as] [added: and to pay any] related [added: transaction] premiums, fees and expenses.

See Note [removed: 8] [added: 9] – “Long-Term Debt” for more information.

Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts [added: and various exchange rates for customer deposits] that have not been hedged.

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

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

We have set interim targets to guide us on our path to net zero and provide more details about them in our annual [removed: ESG Report.][added: Sail & Sustain Report (which does not constitute a part of, and shall not be deemed incorporated by reference into, this Report).]

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

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

We are [added: also] evaluating the effects of global climate change related requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce [removed: greenhouse gas] [added: GHG] emissions; consequently, the full impact to the Company is not yet known.

Refer to “Impacts related to climate change may adversely affect our business, financial condition and results of operations” in “Item [removed: 1A.][added: 1A—Risk Factors” for further information.]

[removed: Pillar 2] [added: Deferred Tax Asset Valuation Allowance] and Income Tax Expense

[removed: Additionally, the] [added: The] Company continues to maintain a [added: full] valuation allowance [removed: with respect to its U.S.] [added: against the] net deferred tax [removed: assets,] [added: assets in the Bermuda jurisdiction,] which has a balance of [removed: $159.8] [added: $547.8] million as of December 31, [removed: 2023.][added: 2024, primarily related to a 3-year cumulative loss.]

[removed: We] [added: The Company] will continue to evaluate all relevant positive and negative evidence in monitoring the realizability of [removed: our] [added: its] deferred tax assets and determining the appropriate timing for the recognition of any [added: additional] valuation allowance reversal.

Total revenue increased [removed: 76.5%] [added: 10.9%] to [removed: $8.5] [added: $9.5] billion for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $4.8] [added: $8.5] billion for the year ended December 31, [removed: 2022.][added: 2023.]

Capacity Days increased by [removed: 29.0%.][added: 3.5%.]

For the year ended December 31, [removed: 2022,] [added: 2024,] we had net [removed: loss] [added: income] and diluted EPS of [removed: $(2.3) billion] [added: $910.3 million] and [removed: $(5.41),] [added: $1.89,] respectively.

Operating income increased to [removed: $930.9 million] [added: $1.5 billion] for the year ended December 31, [removed: 2023] [added: 2024] from [removed: an operating loss of $(1.6) billion] [added: $930.9 million] for the year ended December 31, [removed: 2022.][added: 2023.]

We had Adjusted Net Income and Adjusted EPS of [removed: $298.0] [added: $937.5] million and [removed: $0.70,] [added: $1.82,] respectively, for the year ended December 31, [removed: 2023,] [added: 2024,] including [removed: $131.8] [added: $(36.0)] million of adjustments primarily consisting of [added: the reversal of a valuation allowance partially offset by] share-based compensation, compared to Adjusted Net [removed: Loss] [added: Income] and Adjusted EPS of [removed: $(1.9) billion] [added: $298.0 million] and [removed: $(4.64),] [added: $0.70,] respectively, for the year ended December 31, [removed: 2022.][added: 2023.]

Adjusted EBITDA increased [added: 31.7%] to [removed: $1.9] [added: $2.5] billion for the year ended December 31, [removed: 2023] [added: 2024] from [removed: $(673.9)] [added: $1.9 billion] for the year ended December 31, [removed: 2022.][added: 2023.]

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

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months.

For our evaluation of goodwill, we use a qualitative assessment which allows us to first assess qualitative factors to determine whether it is

In measuring our ability to control costs in a manner that

For example, for the year ended December 31, 2024, we had a benefit of $161.9 million related to the reversal of the majority of our U.S. deferred tax asset valuation allowance.

In April 2024, we obtained export credit financing for 80% of the contract price of two new Regent Seven Seas Cruises ship orders and two new Oceania Cruises ship orders as well as related premiums.

Contemporaneously, the ship orders became effective.

The Norwegian brand also placed a four-ship order, for which the shipbuilding contracts were finalized in February 2025 and financing is still being finalized.

We refer you to “—Liquidity and Capital Resources— Future Capital Commitments” and “—Liquidity and Capital Resources— Material Cash Requirements” for details regarding our newbuild orders.

Additionally, in April 2024, a €200 million commitment became available that can be used for future newbuild payments.

See Note 9 – “Long-Term Debt” for more information.

The net proceeds, together with cash on hand, were used to redeem $315.0 million aggregate principal amount of the 3.625% senior unsecured notes due 2024, including to pay any accrued and unpaid interest thereon.

See Note 9 – “Long-Term Debt” for more information.

In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid with funds drawn from the Revolving Loan Facility.

NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032.

Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030 and the collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were modified.

See Note 9 – “Long-Term Debt” for more information.

The Company continues to experience strong consumer demand for its offerings across itineraries and brands throughout 2025 and into 2026.

As a result, the Company remains at the upper range of its optimal booked position on a 12-month forward basis.

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Margin Enhancement Initiative

During 2024, we continued to see improvements in operating costs from our ongoing margin enhancement initiative.

However, global macroeconomic events have created volatility and disruptions in the past that have adversely impacted our costs and they may do so again in the future.

During 2024, we spent $47.7 million on capital expenditures for projects that are intended to reduce carbon emissions from our existing fleet.

During 2024, we recognized $19.3 million of expense related to compliance with the E.U. ETS, a portion of which was collected directly from passengers through revenue.

Although the Pillar 2 rules became effective in Bermuda as of January 1, 2025, the Company does not expect to have a material change in its income tax expense for 2025.

Additionally, the Company previously provided a full valuation allowance against the net deferred tax assets in the U.S. jurisdiction.

As discussed in Note 12 – “Income Taxes” to our financial statements, during the fourth quarter of 2024, the Company released $161.9 million of the valuation allowance related to its U.S. net deferred tax assets, resulting in a non-cash benefit to income tax expense.

In determining the need for a valuation allowance, the Company considers both the positive and negative evidence including its ability to forecast future operating results, historical tax losses and its ability to utilize deferred tax assets within the requisite carryforward periods.

After weighing all of the evidence, the Company determined that the positive evidence outweighed the negative evidence and concluded that it is more likely than not that the majority of the U.S. net deferred tax assets will be realized.

The positive evidence considered by the Company includes continuous improvement in its operating results and profitability, implementation of certain tax planning actions, its projections showing sufficient utilization of tax attributes within their requisite carryforward periods, the non recurring nature of the losses tied to the suspension of sailings due to COVID-19 and not having a history of expiration of tax attributes.

The negative evidence considered includes that the Company has been in a three-year cumulative book loss position for the past four years.

The Company continues to maintain a valuation allowance against the deferred tax assets for which it concluded it is more likely than not they will not be realized.

The ultimate realization of the Company’s deferred tax assets is dependent upon a number of uncertainties including future taxable income of the appropriate character during the requisite carryforward periods.

| ​ | | 2024 | | | 2023 | |

| ​ | | 2024 | | 2023 | |

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| ​ | ​ | ​ | 2024 | ​ | 2023 | |

| Total revenue | ​ | $ | 9,479,651 | ​ | $ | 8,549,924 |

| Ship depreciation | ​ | ​ | 825,493 | ​ | ​ | 753,629 |

| ​ | ​ | 2024 | | | 2023 | |

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months; however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages was phased in gradually, with full operation of our fleet resumed in May 2022.

financial statements.

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

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

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

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

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

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

For example, for the year ended December 31, 2022, we incurred $12.1 million related to restructuring costs or charges.

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

In February 2023, our $1 billion commitment letter was extended through February 2024, with an option for NCLC to further extend the commitments through February 2025 at its election.

Simultaneously, the amount of the commitment

NCLC used the net proceeds for general corporate purposes.

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

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

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

No term loans remain outstanding.

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

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

However, because of our cancellation policies, bookings may not be representative of actual revenues.

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

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

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

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

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

Macroeconomic Trends and Uncertainties

As a result of conditions associated with global macroeconomic events, the global economy, including the financial and credit markets, has experienced volatility and disruptions, including impacts to inflation rates, fuel prices, foreign currencies and interest rates.

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

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

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

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

See “Item 1A.

allowances, among other things.

Risk Factors” for further information.

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

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

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

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

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

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

The change in our fixed rate percentage from December 31, [removed: 2022] [added: 2023] to December 31, [removed: 2023] [added: 2024] was primarily due to the addition of [removed: fixed] [added: variable] rate debt and [removed: refinancing variable] [added: the extinguishment of certain fixed] rate debt with [removed: fixed] [added: variable] rate debt.

Based on our December 31, [removed: 2023] [added: 2024] outstanding variable rate debt balance, a one percentage point increase in annual Term SOFR interest rates would increase our annual interest expense by approximately [removed: $6.8] [added: $7.8] million excluding the effects of capitalization of interest.

As of December 31, 2023, [removed: future ship construction obligations aggregate] [added: the payments not hedged aggregated] €5.4 billion, or $6.0 [removed: billion] [added: billion,] based on the euro/U.S. dollar exchange rate as of December 31, 2023.

As of December 31, [removed: 2022,] [added: 2024,] the [removed: ship construction obligations] [added: payments not hedged] aggregated [removed: €4.5] [added: €16.0] billion, or [removed: $4.8 billion,] [added: $16.6 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2022.][added: 2024.]

We estimate that a 10% change in the euro as of December 31, [removed: 2023] [added: 2024] would result in a [removed: $0.6] [added: $1.7] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 13.1%] [added: 12.3%] for the year ended December 31, [removed: 2023] [added: 2024] and [removed: 16.1% for the year ended December 31, 2022.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2023,] [added: 2024,] we had hedged approximately [removed: 53%] [added: 56%] and 21% of our [removed: 2024] [added: 2025] and [added: 2026 projected metric tons of fuel purchases, respectively.]

As of December 31, [removed: 2022,] [added: 2023,] we had hedged [removed: none] [added: approximately 21%] of our [removed: 2024 or] 2025 projected metric tons of fuel purchases.

Additional fuel swaps were executed between December 31, [removed: 2022] [added: 2023] to December 31, [removed: 2023] [added: 2024] to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2024] [added: 2025] fuel expense by [removed: $63.7] [added: $65.1] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $34.1] [added: $34.7] million.

As of December 31, 2024, 94% of our debt was fixed and 6% was variable.

As of December 31, 2024, we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

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

The change from December 31, 2023 to December 31, 2024 was primarily due to the eight new effective newbuild agreements, which excludes the two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel.

13.1% for the year ended December 31, 2023.

As of December 31, 2022, 75% of our debt was fixed and 25% was variable, which includes the effects of an interest rate swap that matured during the year ended December 31, 2022.

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

2025 projected metric tons of fuel purchases, respectively.

In November 2014, we completed the [removed: Acquisition] [added: acquisition] of [removed: Prestige.][added: PCI.]

All brands also offer a selection of shore excursions at each port of call as well as [added: air transportation and] hotel packages for stays before or after a voyage.

As of December 31, [removed: 2023,] [added: 2024,] we had 32 ships with approximately 66,500 Berths.

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

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

We are currently undergoing a broad and ongoing effort to improve operating efficiencies, including cost minimization initiatives, [added: allowing us] to [removed: strengthen the foundation for sustained, profitable growth and mitigate the impact of inflation and supply chain disruptions.][added: progress towards achieving lower leverage.]

[removed: *Chart path to reduce] [added: *Reduce] leverage and [removed: lower the] [added: optimize our] balance [removed: sheet risk*][added: sheet*]

In [removed: 2023,] [added: 2024 and 2025,] we continued to take actions to [removed: bolster] [added: improve] our [removed: financial condition] [added: capital structure] as part of our long-term [removed: post-pandemic] financial [removed: recovery] strategy.

Refer to Note [removed: 8] [added: 9] – “Long-Term Debt” for further details about the above transactions.

| Norwegian Aqua [removed: (2)] [added: (3)] | ​ | 2025 | ​ | [added: Bermuda,] Europe, Caribbean | ​ |

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

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

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

| Norwegian Breakaway | ​ | 2013 | ​ | [added: The Bahamas,] Bermuda, Canada & New England, Caribbean, Europe | ​ |

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

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

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

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

| Norwegian Star | ​ | 2001 | ​ | Antarctica, [added: Central America,] Europe, [added: Mexico-Pacific,] South America | ​ |

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

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

| Oceania Allura [removed: (3)] [added: (4)] | ​ | 2025 | ​ | The Bahamas, Canada & New England, Caribbean, Europe | ​ |

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

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

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

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

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

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

| Seven Seas Navigator | ​ | 1999 | ​ | Africa, Asia, Australia & New Zealand, The Bahamas, Bermuda, [removed: Canada & New England,] Caribbean, Europe, South [removed: America, South] Pacific | ​ |

| (1) | The table above does not include the [removed: three] [added: nine] additional ships on [removed: order.] [added: order (excluding two ships with options to cancel).] |

| [removed: (2)] [added: (3)] | The third of the Prima Class Ships, which is expected to be delivered in 2025. |

| [removed: (3)] [added: (4)] | The second of the Allura Class Ships, which is expected to be delivered in 2025. |

Our [removed: Mission, Competitive Strengths &] Business [removed: Strategies][added: Strategy and Competitive Strengths]

We believe that the following business strengths [removed: support our overall strategy] [added: will enable us] to [removed: deliver on] [added: execute] our [removed: mission.][added: strategy:]

[removed: Enhanced] [added: _Guest Centric] Product [removed: Offering and Guest Experience][added: Offering_]

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

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

[removed: Itinerary Optimization & Premium] [added: _Diversified] Itinerary [removed: Mix][added: Mix_]

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

For the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025, which will be approximately [removed: 67,800] [added: 68,000] Gross Tons and [removed: 1,250] [added: 1,200] Berths.

The Company expects to add 13 additional ships to our fleet from 2025 through 2036.

We also have orders for three new classes of ships: four Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.

| Norwegian Luna (2) | ​ | 2026 | ​ | The Bahamas, Caribbean | ​ |

| Seven Seas Prestige (5) | ​ | 2026 | ​ | The Bahamas, Caribbean, Central America, Europe | ​ |

| (2) | The fourth of the Prima Class Ships, which is expected to be delivered in 2026. |

| (5) | The first of the Prestige Class Ships, which is expected to be delivered in 2026. |

Our Corporate Strategy

Our corporate strategy is based on four pillars and bolstered by our commitment to sustainability.

_People Excellence_

We seek to foster a culture based on innovation, collaboration, transparency and passion while supporting our team members to reach their full potential by developing talent both shoreside and shipside.

We seek to deliver vacations that our guests value, providing digital and other tools to make it easier for them to curate their experience throughout the customer journey.

We are focused on delivering exceptional onboard experiences, focusing on capturing more pre-cruise spend.

_Long-term Growth Platform_

We seek to expand only into offerings that matter most to our current and future guests and that deliver meaningful experiences and improve returns.

For example, we are building larger, more efficient vessels to drive returns while enhancing the guest experience.

Additionally, we have a disciplined approach to capital allocation.

_Exceptional Performance_

We are focused on pricing optimization, cost excellence and operating responsibly to generate enhanced returns.

_Our Commitment to Sustainability_

Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world.

Competitive Strengths

_Clearly Defined Brands_

Regent also offers an Ultimate All-Inclusive Air option, which includes the previously stated amenities plus flights with the flexibility to choose the desired air class, transfers between airport and ship and a private executive chauffer credit for private transfers.

_Upscale Guest Demographic_

Our target demographic consists primarily of high-net-worth travelers who appreciate upscale experiences.

This customer base has proven to be resilient during economic downturns and demonstrates strong repeat booking patterns.

We have a wide variety of itineraries to over 700 ports around the world.

Our brands offer diverse itineraries to worldwide destinations including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, the Caribbean, Alaska and Hawaii.

_Strong Growth Profile_

We believe our strategic fleet expansion program, including new ship orders and the modernization of existing vessels, positions us for sustained growth.

We maintain a disciplined approach to capacity growth while focusing on yield optimization and cost control.

_Proven Model_

*​*

Our business model has demonstrated resilience through various market cycles.

We maintain strong relationships with travel partners, have sophisticated revenue management strategies, and focus on operational excellence to drive shareholder value.

| | ● | In September 2024, NCLC issued $315.0 million aggregate principal amount of 6.250% senior unsecured notes due 2030. The net proceeds, together with cash on hand, were used to redeem $315.0 million aggregate principal amount of the 3.625% senior unsecured notes due 2024, including to pay any accrued and unpaid interest thereon. |

| | ● | In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid. |

| | ● | Also in January 2025, NCLC issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032. The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. |

| | ● | Additionally in January 2025, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030, and the collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were modified. |

During 2023, we took delivery of three ships.

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

We have orders for five additional ships to be delivered.

These additions to our fleet are expected to increase our total Berths to approximately 82,500.

​

Near-Term Priorities

Capitalize on healthy demand environment

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

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

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

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

Right-size cost base

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

Strategic enhancements to guest experience

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

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

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

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

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

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

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

Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to world-class hospitality and innovation.

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

The Norwegian, Oceania Cruises and Regent brands all offer a high level of onboard service.

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

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

Oceania Cruises and Regent are known for their high level of service, including some of the highest crew-to-guest ratios in the industry with trained staff providing personalized service and world class cuisine.

Rich Stateroom Mix

The Norwegian, Oceania Cruises and Regent fleets offer an attractive mix of staterooms, suites and villas.

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

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

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

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

The Haven

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

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

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

The spacious and elegant accommodations on Oceania Cruises’ seven award-winning ships range from 143-square foot inside staterooms to opulent 2,400-square foot Owner Suites.

The Regent fleet is comprised of six ships.

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York Stock Exchange was [removed: $9.2] [added: $8.2] billion.

There were [removed: 425,657,468] [added: 439,944,822] ordinary shares outstanding as of February [removed: 16, 2024.][added: 17, 2025.]

Portions of the Proxy Statement for the registrant’s [removed: 2024] [added: 2025] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated by reference in Part III herein.

| [Item 1.](#Item1Business_43952) | [Business](#Item1Business_43952) | [removed: 9] [added: 8] |

| [Item 1A.](#Item1ARiskFactors_560063) | [Risk Factors](#Item1ARiskFactors_560063) | [removed: 34] [added: 30] |

| [Item [removed: 1B.](#Item1CCybersecurity)] [added: 1B.](#Item1BUnresolvedStaffComments_860256)] | [Unresolved Staff [removed: Comments](#Item1CCybersecurity)] [added: Comments](#Item1BUnresolvedStaffComments_860256)] | [removed: 48] [added: 44] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | [removed: 48] [added: 44] |

| [Item 2.](#Item2Properties_501929) | [Properties](#Item2Properties_501929) | [removed: 49] [added: 45] |

| [Item 3.](#Item3LegalProceedings_239827) | [Legal Proceedings](#Item3LegalProceedings_239827) | [removed: 49] [added: 45] |

| [Item 4.](#Item4MineSafetyDisclosures_474955) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_474955) | [removed: 49] [added: 45] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_53) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_53) | [removed: 50] [added: 46] |

| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | [removed: 51] [added: 47] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysis_58) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysis_58) | [removed: 52] [added: 48] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 66] [added: 62] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 67] [added: 63] |

| [Item 9.](#Item9ChangesInandDisagreementsWithAccoun) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementsWithAccoun) | [removed: 67] [added: 63] |

| [Item 9A.](#Item9AControlsandProcedures_599198) | [Controls and Procedures](#Item9AControlsandProcedures_599198) | [removed: 67] [added: 63] |

| [Item 9B.](#Item9BOtherInformation_195488) | [Other Information](#Item9BOtherInformation_195488) | [removed: 68] [added: 64] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 68] [added: 64] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_706917) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_706917) | [removed: 69] [added: 65] |

| [Item 11.](#Item11ExecutiveCompensation_622713) | [Executive Compensation](#Item11ExecutiveCompensation_622713) | [removed: 69] [added: 65] |

| [Item 12.](#Item12SecurityOwnershipofCertain_548787) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertain_548787) | [removed: 69] [added: 65] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 69] [added: 65] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 69] [added: 65] |

| [Item 15.](#Item15ExhibitsFinancialStatement_319310) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatement_319310) | [removed: 70] [added: 66] |

| [Item 16.](#Item16Form10KSummary_718715) | [Form 10-K Summary](#Item16Form10KSummary_718715) | [removed: 82] [added: 79] |

| [Signatures](#SIGNATURES_43877) | | [removed: 83] [added: 80] |

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

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

For further information about our non-GAAP financial measures [removed: including] [added: including,] detailed adjustments made in calculating our non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure, we refer you to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

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

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

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

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

All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, [removed: those] [added: our expectations] regarding our [removed: business strategy, financial position,] results of operations, [added: future financial position, including our liquidity requirements and future capital expenditures,] plans, prospects, actions taken or strategies being considered with respect to our liquidity position, [added: including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes,] valuation and appraisals of our [added: assets, expectations regarding our deferred tax] assets and [removed: objectives of management for future operations (including those regarding] [added: valuation allowances,] expected fleet [removed: additions,] [added: additions and cancellations, including expected timing thereof,] our expectations regarding the impact of macroeconomic conditions and recent global events, [removed: our] [added: and] expectations [removed: regarding cruise voyage occupancy, operational position, demand for voyages, plans or goals for] [added: relating to] our sustainability program and decarbonization [removed: efforts, our expectations for future cash flows and profitability, financing opportunities and extensions, and] efforts [removed: to reduce operating expenses and capital expenditures) are] [added: may be] forward-looking statements.

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

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

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

| | ● | _Net Yield._ Adjusted Gross Margin per Capacity Day. |

| | ● | _Prestige Class Ships._ Regent’s Seven Seas Prestige and one additional ship on order. |

| | ● | _Revolving Loan Facility._ $1.7 billion senior secured revolving credit facility, among NCLC, as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The revolving credit facility was increased from $1.2 billion as of December 31, 2024. |

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Solely for convenience, certain trademark and service marks referred to in this report appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks.

| | ● | _Acquisition of Prestige._ In November 2014, we acquired Prestige in a cash and stock transaction for total consideration of $3.025 billion, including the assumption of debt. |

| | ● | _Breakaway Class Ships._ Norwegian Breakaway and Norwegian Getaway. |

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

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

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

| | | agent and as collateral agent, and various lenders and agents, providing for a senior secured credit facility consisting of (i) the Revolving Loan Facility and (ii) the Term Loan A Facility. |

| | ● | _Term Loan A Facility_. The senior secured term loan A facility which was fully repaid in October 2023. |

●trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto;

●any further impairment of our trademarks, trade names or goodwill;

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

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

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

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

Information about our cruise ships may be found under “Item [removed: 1.][added: 1—Business—Our Fleet” and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”]

Business—Our Fleet” and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

As of February [removed: 16, 2024,] [added: 17, 2025,] there were [removed: 278] [added: 282] record holders of NCLH’s ordinary shares.

The Stock Performance Graph assumes that $100 was invested at the closing price of our ordinary shares on the NYSE and in each index on the last trading day of fiscal [removed: 2018.][added: 2019.]

[removed: ][added: ]

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of December 31, [removed: 2023.][added: 2024.]

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023,] [added: 2024,] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers subject to Section 16 of the Securities Exchange Act of 1934 adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual [removed: Report] [added: Report,] and except as disclosed below with respect to our Code of Ethical Business Conduct, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders.

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders.

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders.

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders.

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2023] [added: 2024] in connection with our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders.

(2) Financial Statement [removed: Schedules][added: Schedule]

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2023] [added: 2024] are included on page [removed: 84.][added: 81.]

| [removed: 4.1] [added: 4.10] | [added: ​] | [Indenture, dated [removed: as of December 16, 2019,] [added: September 17, 2024,] between NCL Corporation [removed: Ltd.] [added: Ltd., as issuer,] and U.S. Bank [added: Trust Company,] National Association, as trustee, with respect to [removed: $565.0 million aggregate principal amount of 3.625% senior unsecured notes] [added: 6.250% Senior Notes] due [removed: 2024] [added: 2030] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: December 16, 2019] [added: September 17, 2024] (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000110465919073070/tm1925258d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465924100669/tm2424181d1_ex4-1.htm)] |

| [removed: 4.2] [added: 4.1] | ​ | [Indenture, dated [removed: May 8,] [added: July 21,] 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as trustee, with respect to the [removed: 6.00%] [added: 5.375%] exchangeable senior notes due [removed: 2024] [added: 2025] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: May 11,] [added: July 21,] 2020 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] |

| [removed: 4.3] [added: 4.4] | ​ | [Indenture, dated [removed: July 21, 2020,] [added: November 19, 2021,] by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as trustee, with respect to [removed: the 5.375%] [added: 1.125%] exchangeable senior notes due [removed: 2025] [added: 2027] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: July 21, 2020] [added: November 19, 2021] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921141928/tm2133404d1_ex4-1.htm)] |

| [removed: 4.4] [added: 4.2] | ​ | [Indenture, dated December 18, 2020, by and among NCL Corporation Ltd., as issuer, the guarantors named therein and U.S. Bank National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to the 5.875% senior notes due 2026 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 18, 2020 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920137422/tm2038840d1_ex4-1.htm) |

| [removed: 4.5] [added: 4.3] | ​ | [Indenture, dated March 3, 2021, by and among NCL Finance, Ltd., as issuer, NCL Corporation Ltd., as guarantor, the other guarantors named therein and U.S. Bank National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to the 6.125% senior notes due 2028 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 3, 2021 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921031450/tm218546d1_ex4-1.htm) |

| [removed: 4.6] [added: 4.7] | ​ | [Indenture, dated [removed: November 19, 2021,] [added: February 15, 2022,] by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank [added: Trust Company,] National Association, as trustee, with respect to [removed: 1.125%] [added: 2.50%] exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: November 19, 2021] [added: February 22, 2022] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921141928/tm2133404d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-1.htm)] |

| [removed: 4.7] [added: 4.5] | ​ | [Indenture, dated February 18, 2022, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, with respect to 5.875% senior secured notes due 2027 (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-2.htm) |

| [removed: 4.8] [added: 4.6] | ​ | [Indenture, dated February 18, 2022, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to 7.750% senior unsecured notes due 2029 (incorporated herein by reference to Exhibit 4.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-3.htm) |

| [removed: 4.9] [added: 4.11] | ​ | [Indenture, dated [removed: February 15, 2022, by and among] [added: January 22, 2025, between] NCL Corporation Ltd., as issuer, [removed: Norwegian Cruise Line Holdings Ltd., as guarantor,] and U.S. Bank Trust Company, National Association, as trustee, with respect to [removed: 2.50% exchangeable senior notes due 2027] [added: 6.750% Senior Notes Due 2032] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February] [added: January] 22, [removed: 2022] [added: 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex4-1.htm)] |

| [removed: 4.10] [added: 4.8] | ​ | [Indenture, dated [removed: February 2,] [added: October 18,] 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to [removed: 8.375%] [added: 8.125%] Senior Secured Notes Due [removed: 2028] [added: 2029] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February 2,] [added: October 19,] 2023 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923009911/tm235255d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex4-1.htm)] |

| [removed: 4.11] [added: 4.9] | ​ | [removed: [Indenture,] [added: [Supplemental Indenture,] dated [removed: February] [added: January] 22, [removed: 2023,] [added: 2025,] by and [removed: among, inter alia,] [added: among] NCL Corporation Ltd., as issuer, the guarantors party [removed: thereto and] [added: thereto,] U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer [removed: agent, registrar] [added: agent] and [added: registrar, and JPMorgan Chase Bank, N.A., as] security [removed: agent, with respect to the First Lien Senior Secured Notes] [added: agent] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February 27, 2023] [added: January 22, 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923026003/tm237748d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex4-2.htm)] |

| [removed: 4.12] [added: 10.1] | [removed: ​] | [removed: [First] [added: [Fourth] Supplemental [removed: Indenture,] [added: Agreement,] dated [removed: October 11,] [added: June 15,] 2023, [added: to Breakaway Three Credit Agreement, dated October 12, 2012,] by and [removed: between] [added: among Breakaway Three, Ltd., as borrower,] NCL Corporation Ltd., [removed: as issuer, and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d12.htm)] [added: as](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] |

| [removed: 4.14] [added: 10.9] | ​ | [removed: [Indenture,] [added: [Seventh Amended and Restated Credit Agreement,] dated [removed: October 18, 2023,] [added: January 22, 2025,] by and among NCL Corporation Ltd., as [removed: issuer,] [added: borrower,] the [added: subsidiary] guarantors party thereto, [removed: U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and] [added: the lenders party thereto,] JPMorgan Chase Bank, N.A., as [removed: security] [added: administrative agent and as collateral] agent, [removed: with respect to 8.125% Senior Secured Notes Due 2029] [added: and the joint bookrunners and arrangers and co-documentation agents named thereto] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: October 19, 2023] [added: January 22, 2025] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex4-1.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465925005241/tm253997d1_ex10-1.htm)] |

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

| [removed: 4.16] [added: 4.13] | ​ | [Description of Securities of Norwegian Cruise Line Holdings [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d16.htm)] [added: Ltd. (incorporated herein by reference to Exhibit 4.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024) (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex4d16.htm)] |

| [removed: 10.1] [added: 10.4] | ​ | [removed: [Fifth Amendment] [added: [Seventh Supplemental] Agreement, dated [removed: June 15, 2023,] [added: January 31, 2025,] to Breakaway [removed: One] [added: Three] Credit Agreement, dated [removed: November 18, 2010,] [added: October 12, 2012,] by and among Breakaway [removed: One,] [added: Three,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders party [removed: thereto,] [added: thereto and] KfW IPEX-Bank GmbH, as facility agent, [added: Hermes agent, bookrunner, initial mandated lead arranger,] collateral agent and CIRR [removed: agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d1.htm)] [added: agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d4.htm)] |

| [removed: 10.2] [added: 10.8] | ​ | [removed: [Sixth Amendment] [added: [Eighth Supplemental] Agreement, dated [removed: October 23, 2023,] [added: January 31, 2025,] to Breakaway [removed: One] [added: Four] Credit Agreement, dated [removed: November 18, 2010,] [added: October 12, 2012,] by and among Breakaway [removed: One,] [added: Four,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party [removed: thereto,] [added: thereto and] KfW IPEX-Bank GmbH, as facility agent, [added: Hermes agent, bookrunner, initial mandated lead arranger,] collateral agent and CIRR [removed: agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d2.htm)] [added: agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d8.htm)] |

| [removed: 10.3] [added: 10.13] | [added: ​] | [removed: [Seventh Amendment] [added: [Eighth Supplemental] Agreement, dated [removed: November 30, 2023,] [added: January 31, 2025,] to [removed: Breakaway] [added: Seahawk] One Credit Agreement, dated [removed: November 18, 2010,] [added: July 14, 2014,] by and among [removed: Breakaway] [added: Seahawk] One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party [removed: thereto,] [added: thereto and] KfW IPEX-Bank GmbH, as facility agent, [added: Hermes agent, bookrunner, initial mandated lead arranger,] collateral agent and CIRR [removed: agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d3.htm)] [added: Agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d13.htm)] |

| [removed: 10.4] [added: 10.17] | ​ | [removed: [Sixth Amendment] [added: [Ninth Supplemental] Agreement, dated [removed: June 15, 2023,] [added: January 31, 2025,] to [removed: Breakaway] [added: Seahawk] Two Credit Agreement, dated [removed: November 18, 2010,] [added: July 14, 2014,] by and among [removed: Breakaway] [added: Seahawk] Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders party [removed: thereto,] [added: thereto and] KfW IPEX-Bank GmbH, as facility agent, [added: Hermes agent, bookrunner, initial mandated lead arranger,] collateral agent and CIRR [removed: agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d4.htm)] [added: Agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d17.htm)] |

| [removed: 10.5] [added: 10.7] | [added: ​] | [Seventh [removed: Amendment] [added: Supplemental] Agreement, dated [removed: October 23,] [added: November 30,] 2023, to Breakaway [removed: Two] [added: Four] Credit Agreement, dated [removed: November 18, 2010,] [added: October 12, 2012,] by and among Breakaway [removed: Two,] [added: Four,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party [removed: thereto,] [added: thereto and] KfW IPEX-Bank GmbH, as facility agent, [added: Hermes agent, bookrunner, initial mandated lead arranger,] collateral agent and CIRR [removed: agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d5.htm)] [added: agent (incorporated herein by reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d12.htm)] |

| [removed: 10.6] [added: 10.16] | | [Eighth [removed: Amendment] [added: Supplemental] Agreement, dated November 30, 2023, to [removed: Breakaway] [added: Seahawk] Two Credit Agreement, dated [removed: November 18, 2010,] [added: July 14, 2014,] by and among [removed: Breakaway] [added: Seahawk] Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the [removed: lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d6.htm)] [added: lenders](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] |

| [removed: 10.7] [added: 10.5] | | [removed: [Fourth] [added: [Fifth] Supplemental Agreement, dated June 15, 2023, to Breakaway [removed: Three] [added: Four] Credit Agreement, dated October 12, 2012, by and among Breakaway [removed: Three,] [added: Four,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW [removed: IPEX-Bank](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] [added: IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d10.htm)] |

| [removed: 10.8] [added: 10.2] | ​ | [Fifth Supplemental Agreement, dated October 23, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent [removed: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d8.htm)] [added: (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d8.htm)] |

| [removed: 10.9] [added: 10.3] | ​ | [Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent [removed: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d9.htm)] [added: (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d9.htm)] |

| [removed: 10.10] [added: 10.6] | | [removed: [Fifth] [added: [Sixth] Supplemental Agreement, dated [removed: June 15,] [added: October 23,] 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d10.htm)] [added: (incorporated herein by reference to Exhibit 10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d11.htm)] |

| [removed: 10.11] [added: 10.11] | [added: ​] | [Sixth Supplemental Agreement, dated October 23, 2023, to [removed: Breakaway Four] [added: Seahawk One] Credit Agreement, dated [removed: October 12, 2012,] [added: July 14, 2014,] by and among [removed: Breakaway Four,] [added: Seahawk One,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d11.htm)] [added: Agent (incorporated herein by reference to Exhibit 10.15 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d15.htm)] |

| [removed: 10.12] [added: 10.12] | [removed: ​] | [Seventh Supplemental Agreement, dated November 30, 2023, to [removed: Breakaway Four] [added: Seahawk One] Credit Agreement, dated [removed: October 12, 2012,] [added: July 14, 2014,] by and among [removed: Breakaway Four,] [added: Seahawk One,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d12.htm)] [added: Agent (incorporated herein by reference to Exhibit 10.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d16.htm)] |

| [removed: 10.13] [added: 10.60] | [removed: ​] | [removed: [Sixth] [added: [Third] Amended and Restated [removed: Credit Agreement,] [added: Commitment Letter,] dated [removed: October 18, 2023, by] [added: as of February 23, 2024] and [added: effective as of March 11, 2024,] among NCL Corporation [removed: Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent,] [added: Ltd.] and the [removed: joint bookrunners and arrangers and co-documentation agents] [added: purchasers] named [removed: thereto] [added: therein] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: October 19, 2023] [added: March 12, 2024] (File No. [removed: 001-35784)) #†](https://www.sec.gov/Archives/edgar/data/1513761/000110465923110113/tm2328676d1_ex10-1.htm)] [added: 001-35784))†](https://www.sec.gov/Archives/edgar/data/1513761/000110465924033277/tm248194d1_ex10-1.htm)] |

| [removed: 10.14] [added: 10.10] | ​ | [Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d14.htm)] [added: (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d14.htm)] |

| [removed: 10.15] [added: 10.15] | ​ | [removed: [Sixth] [added: [Seventh] Supplemental Agreement, dated October 23, 2023, to Seahawk [removed: One] [added: Two] Credit Agreement, dated July 14, 2014, by and among Seahawk [removed: One,] [added: Two,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d15.htm)] [added: (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d18.htm)] |

| [removed: 10.16] [added: 10.29] | [added: ​] | [removed: [Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit] [added: [Supplemental] Agreement, dated [removed: July 14, 2014, by and] [added: January 31, 2025,] among [removed: Seahawk] [added: Leonardo] One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, [added: Norwegian Cruise Line Holdings Ltd., as the holding,] NCL (Bahamas) Ltd., as charterer, [removed: the lenders](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d16.htm)] [added: and Crédit Agricole Corporate and Investment Bank, as agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d29.htm)] |

| [removed: 10.17] [added: 10.14] | ​ | [Sixth Supplemental Agreement, dated June 15, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] [added: (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d17.htm)] |

| [removed: 10.18] | [removed: ​] | [removed: [Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor,] [added: [guarantor,] NCL International, Ltd., as shareholder, [removed: NCL (Bahamas) Ltd., as charterer,] the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: Agent #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d18.htm)] [added: agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d7.htm)] |

| [removed: 10.19] | | [removed: [Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party] [added: [party] thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] [added: (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d19.htm)] |

| [removed: 10.20] [added: 10.18] | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among [removed: Riviera] [added: Explorer] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as [added: agent, SACE] agent and [removed: SACE agent,] [added: security trustee,] which amends and restates the Loan Agreement, originally dated as of July [removed: 18, 2008] [added: 31, 2013] (incorporated herein by reference to Exhibit [removed: 10.13] [added: 10.8] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d13.htm)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d8.htm)] |

| [removed: 10.21] [added: 10.23] | ​ | [Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among [removed: Riviera] [added: Explorer II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: HSBC Bank PLC, and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and Crédit Agricole Corporate and [removed: Investment Bank, as agent and SACE agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d21.htm)] [added: Investment](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d30.htm)] |

| [removed: 10.22] [added: 10.20] | | [Supplemental Agreement, dated November 30, 2023, among [removed: Riviera] [added: Explorer] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société [removed: Générale,] [added: Générale and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as [removed: agent and] [added: agent,] SACE agent [removed: #](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d22.htm)] [added: and security trustee (incorporated herein by reference to Exhibit 10.28 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d28.htm)] |

| [removed: 10.23] [added: 10.22] | ​ | [Amendment and Restatement Agreement, dated as of May 19, 2023, among [removed: Marina] [added: Explorer II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: Seven Seas] Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: HSBC Bank PLC, and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as [added: agent, SACE] agent and [removed: SACE agent,] [added: security trustee,] which amends and restates the Loan Agreement, originally dated as of [removed: July 18, 2008] [added: March 30, 2016] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.14] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) [removed: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d11.htm)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837023013825/nclh-20230630xex10d14.htm)] |

| 10.25 | ​ | [Supplemental Agreement, dated January 31, 2025, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d25.htm) |

| 10.33 | ​ | [Supplemental Agreement, dated January 31, 2025, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd., as charterer, and Crédit Agricole Corporate and Investment Bank, as agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d33.htm) |

| 10.36 | ​ | [Supplemental Agreement, dated January 31, 2025, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d36.htm) |

| 10.39 | ​ | [Supplemental Agreement, dated January 31, 2025, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d39.htm) |

| 10.42 | ​ | [Supplemental Agreement, dated January 31, 2025, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd, as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d42.htm) |

| 10.45 | ​ | [Supplemental Agreement, dated January 31, 2025, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d45.htm) |

| 10.51 | ​ | [Supplemental Agreement, dated January 31, 2025, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d51.htm) |

| 10.55 | ​ | [Supplemental Agreement, dated January 31, 2025, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d55.htm) |

| 10.58 | ​ | [Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d56.htm) |

| 10.72 | ​ | [Employment Agreement by and between Prestige Cruise Services LLC and Jason Montague, effective as of December 31, 2024](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex10d72.htm) |

| 19 | ​ | [Norwegian Cruise Line Holdings Ltd. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1513761/000155837025001743/nclh-20241231xex19.htm) |

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| ​ | ​ | ​ |

| | | |

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

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

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

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

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

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

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

| 10.80 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-2.htm) |

| 10.82 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.78 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020001661/ex-10d78.htm) |

| 10.83 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.57 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d57.htm) |

| 10.84 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.58 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d58.htm) |

| 10.85 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2022) (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d59.htm) |

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

| 10.87 | ​ | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2023)*](https://www.sec.gov/Archives/edgar/data/1513761/000155837024001935/nclh-20231231xex10d87.htm) |

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, [removed: 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 [removed: 28, 2024.][added: 27, 2025.]

| /s/ Harry Sommer | | Director, President and Chief Executive Officer | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Mark A. Kempa | | Executive Vice President and Chief Financial Officer | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ José E. Cil | | Director | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Harry C. Curtis | | Director | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ David M. Abrams | | Director | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Stella David | | Director [added: and Chairperson] | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Mary E. Landry | | Director | | February [removed: 28, 2024] [added: 27, 2025] |

| /s/ Zillah Byng-Thorne | | Director | | February [removed: 28, 2024] [added: 27, 2025] |

| Description | ​ | [removed: 12/31/20] [added: December 31, 2021] | | | [removed: expenses] [added: expenses (a)] | | | [removed: accounts (a)] [added: accounts] | | ​ | Deductions (b) | | | [removed: 12/31/21] [added: December 31, 2022] | |

| Valuation allowance on deferred tax assets | ​ | $ | [removed: 42,876] [added: 87,849] | ​ | $ | [removed: —] [added: 52,219] | ​ | $ | [removed: 45,163] [added: —] | ​ | $ | [removed: (190)] [added: (335)] | ​ | $ | [removed: 87,849] [added: 139,733] |

| Description | ​ | [removed: 12/31/21] [added: December 31, 2022] | | | [removed: expenses] [added: expenses (a)] | | | [removed: accounts (a)] [added: accounts] | | ​ | Deductions (b) | | | [removed: 12/31/22] [added: December 31, 2023] | |

| Valuation allowance on deferred tax assets | ​ | $ | [removed: 87,849] [added: 139,733] | ​ | $ | [removed: —] [added: 561,693] | ​ | $ | [removed: 52,219] [added: —] | ​ | $ | [removed: (335)] [added: (6,661)] | ​ | $ | [removed: 139,733] [added: 694,765] |

| Description | | [removed: 12/31/22] [added: December 31, 2023] | | | [removed: expenses] [added: expenses (a)] | | | [removed: accounts (a)] [added: accounts] | | ​ | Deductions (b) | | | [removed: 12/31/23] [added: December 31, 2024] | |

| Valuation allowance on deferred tax assets | ​ | $ | [removed: 139,733] [added: 694,765] | ​ | $ | [removed: —] [added: 28,421] | ​ | $ | [removed: 561,693] [added: —] | ​ | $ | [removed: (6,661)] [added: (164,496)] | ​ | $ | [removed: 694,765] [added: 558,690] |

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

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

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#StatementsofOperations_691799)] [added: 2022](#StatementsofOperations_691799)] | [removed: F-4] [added: F-3] |

| [Consolidated Statements of Comprehensive [removed: Loss] [added: Income (Loss)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#StatementsofComprehensiveIncome)] [added: 2022](#StatementsofComprehensiveIncome)] | [removed: F-5] [added: F-4] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BalanceSheets_856648)] [added: 2023](#BalanceSheets_856648)] | [removed: F-6] [added: F-5] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#StatementsofCashFlows_342525)] [added: 2022](#StatementsofCashFlows_342525)] | [removed: F-7] [added: F-6] |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#StatementsofChangesinShareholdersEquity_)] [added: 2022](#StatementsofChangesinShareholdersEquity_)] | [removed: F-8] [added: F-7] |

| [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | [removed: F-9] [added: F-8] |

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: 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.

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 [added: a] separate [removed: opinions] [added: opinion] on the critical audit matter or on the accounts or disclosures to which it relates.

_Ship Accounting – [removed: New Ships and] Ship Improvements_

As described in Notes 2 and [removed: 7] [added: 8] to the consolidated financial statements, the Company’s consolidated [removed: ships and] ship improvements [removed: balances were $18.5 billion and $2.9] [added: balance was $3.3] billion as of December 31, [removed: 2023, respectively.][added: 2024.]

[removed: Additionally, the] [added: The] Company capitalized approximately [removed: $204.2] [added: $398.6] million of costs associated with ship improvements during the year ended December 31, [removed: 2023.][added: 2024.]

Ship improvement costs that management believes add value to the ships are [removed: capitalized to the ship.][added: capitalized.]

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

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

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

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 [removed: the major components of new ships and] ship [removed: improvements;] [added: improvements and] (ii) whether ship improvement costs add value to the Company’s ships [added: and are capitalized appropriately.]

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

These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to [removed: 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 [removed: conditions;] [added: conditions and] (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 [removed: costs; and (iii) evaluating the residual value assigned to the new class of ship.][added: costs.]

| /s/ John Chidsey | | Director | | February 27, 2025 |

| John Chidsey | | | | |

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

February 27, 2025

| ​ | | 2024 | | | 2023 | |

| Cash and cash equivalents | ​ | $ | 190,765 | ​ | $ | 402,415 |

| Net income (loss) | ​ | $ | 910,257 | ​ | $ | 166,178 | ​ | $ | (2,269,909) |

| Deferred income taxes, net | ​ | | (155,114) | ​ | | — | ​ | | — |

| Acquisition, net of cash acquired | ​ | ​ | (27,322) | ​ | ​ | — | ​ | ​ | — |

| Common share issuance for NCLC exchangeable notes | ​ | ​ | 11 | ​ | ​ | 146,517 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 146,528 |

| Net income | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 910,257 | ​ | ​ | 910,257 |

| Balance, December 31, 2024 | ​ | $ | 440 | ​ | $ | 7,921,918 | ​ | $ | (507,039) | ​ | $ | (5,989,880) | ​ | $ | 1,425,439 |

As of December 31, 2024, we had 32 ships with approximately 66,500 Berths.

The Company expects to add 13 additional ships to our fleet from 2025 through 2036.

We also have orders for three new classes of ships: four Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.

We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.

| Net income (loss) | ​ | $ | 910,257 | ​ | $ | 166,178 | ​ | $ | (2,269,909) |

| Effect of dilutive securities - exchangeable notes | ​ | ​ | 63,308 | ​ | ​ | — | ​ | ​ | — |

| Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS | ​ | $ | 973,565 | ​ | $ | 166,178 | ​ | $ | (2,269,909) |

| Dilutive effect of exchangeable notes | ​ | ​ | 75,712,234 | ​ | ​ | — | ​ | ​ | — |

Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities above.

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

ASU 2023-07 has been applied retrospectively.

Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer who is also a Director on our Board of Directors.

Our CODM uses adjusted operating income (loss) in assessing segment performance and deciding how to allocate resources.

Resource allocation primarily occurs during the annual budgeting process, where capital is assigned to operations and assessed for availability in investment and financing activities.

considers variances on a monthly and quarterly basis to assess performance against budget, forecast and prior year actual results.

Adjusted operating income (loss) is used to assess return on invested capital, which is considered in the non-cash compensation of certain employees based on the reportable segment’s performance.

The below table includes our calculation of adjusted operating income (loss), our significant segment expenses therein, and a reconciliation of adjusted operating income (loss) to net income (loss) before income taxes (in thousands):

| Total revenue | ​ | $ | 9,479,651 | ​ | $ | 8,549,924 | ​ | $ | 4,843,760 |

| Cruise operating expense | ​ | | | ​ | | | ​ | | |

| Commissions, transportation and other | ​ | | 1,917,443 | ​ | ​ | 1,883,279 | ​ | ​ | 1,034,629 |

| Onboard and other | ​ | | 661,553 | ​ | | 599,904 | ​ | | 357,932 |

| Adjusted payroll and related (1) | ​ | | 1,322,465 | ​ | | 1,241,243 | ​ | | 1,064,799 |

| Fuel | ​ | | 698,050 | ​ | | 716,833 | ​ | | 686,825 |

| Food | ​ | | 312,992 | ​ | | 358,310 | ​ | | 263,807 |

| Other | ​ | | 753,940 | ​ | | 648,142 | ​ | | 835,254 |

| Adjusted total cruise operating expense | ​ | | 5,666,443 | ​ | | 5,447,711 | ​ | | 4,243,246 |

| Other operating expense | ​ | | | ​ | | | ​ | | |

| Adjusted marketing, general and administrative (2) | ​ | | 1,362,404 | ​ | | 1,241,482 | ​ | | 1,286,585 |

​

| /s/ Russell W. Galbut | | Director and Chairman | | February 28, 2024 |

| Russell W. Galbut | | | | |

_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.

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.

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

February 28, 2024

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Proceeds from maturities of short-term investments | ​ | ​ | — | ​ | ​ | 240,000 | ​ | ​ | 770,000 |

| Common share issuance proceeds, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,665,843 |

| Cash and cash equivalents at beginning of period | ​ | | 946,987 | ​ | | 1,506,647 | ​ | | 3,300,482 |

| Balance, December 31, 2020 | ​ | $ | 316 | ​ | ​ | 4,889,355 | ​ | ​ | (240,117) | ​ | ​ | (295,449) | ​ | $ | 4,354,105 |

| Common share issuance proceeds, net | ​ | ​ | 101 | ​ | ​ | 2,665,434 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,665,535 |

| Cumulative change in accounting policy | ​ | ​ | — | ​ | ​ | (131,240) | ​ | ​ | — | ​ | ​ | 5,630 | ​ | ​ | (125,610) |

| Other | ​ | ​ | — | ​ | ​ | (20,355) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (20,355) |

| Net loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4,506,587) | ​ | ​ | (4,506,587) |

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.

These additions to our fleet are expected to increase our total Berths to approximately 82,500.

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.

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.

In addition, to determine the useful lives of the major components

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 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.

as the underlying hedged transactions.

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.