What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-01 compared with 2021-02-26 · 212 added, 179 removed, 586 unchanged (40% of the section changed)

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As of December 31, 2021, we had 28 ships with approximately 59,150 Berths and had orders for nine additional ships to be delivered through 2027.

Due to COVID-19, we have temporarily suspended global cruise voyages through May 31, 2021.

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

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

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

For the Norwegian brand, Project Leonardo will introduce six additional ships with expected delivery dates from 2022 through 2027.

For the Norwegian brand, we have six Prima Class Ships on order, with expected delivery dates from 2022 through 2027.

For Regent Seven Seas Cruises, we have one Explorer Class Ship on order for delivery in 2023.

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

These additions to our fleet will increase our total Berths to approximately 83,000, which includes additional Berths we plan to add to our Project Leonardo ships, subject to certain conditions.

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

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

Impact of COVID-19

Beginning on March 13, 2020, NCLH suspended all cruise voyages in response to COVID-19.

This suspension has been extended through May 31, 2021.

The resumption of operations will be dependent, in part, on our ability to comply with various governmental regulations, the severity and duration of the COVID-19 pandemic, the lifting of various travel restrictions and travel bans issued by various countries and communities around the world, as well as port availability.

We expect a gradual phased relaunch of our ships after the voyage suspension period, with our ships initially operating at reduced occupancy levels.

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

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

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

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

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

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

In connection with the expiration of the Temporary Extension and Modification of Framework for Conditional Sailing Order on January 15, 2022, the CDC announced that it would be implementing the COVID-19 Program for Cruise Ships Operating in U.S.

Waters (the “Program”), a voluntary COVID-19 risk mitigation program for foreign-flagged cruise ships operating in U.S.

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

We currently remain opted into the Program.

As part of our SailSAFE health and safety program, our SailSAFE Global Health and Wellness Council, chaired by former head of the U.S.

Food and Drug Administration, Dr.

Scott Gottlieb, continues to advise the Company on health and safety protocols in light of advancements in medicine and technology.

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

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

While booking volumes since the emergence of the COVID-19 global pandemic have remained below historical levels, there continues to be demand for future cruise vacations, despite reduced marketing investments.

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Update Regarding COVID-19 Pandemic” for additional information.

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

Swift Execution of Financial Action Plan

Since March 2020, we launched a series of capital markets transactions to bolster our financial position during the voyage suspension period, which in aggregate raised approximately $5.6 billion.

We have also taken several additional measures to improve our liquidity through deferring certain ship milestone payments, deferring certain debt amortization payments and extending certain maturities under our debt agreements, including under our agreements with export credit agencies (“ECAs”) and related governments.

We have also undertaken several proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of COVID-19, through the reduction of capital expenditures as well as reductions in operating expenses, including ship operating expenses and selling, general and administrative expenses.

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

Addressed Significant Operational Challenges

In response to the COVID-19 pandemic, for the first time in the Company’s history, we implemented a voluntary suspension of global cruise voyages.

All passengers were disembarked from the 28 ships in the Company’s fleet by March 28, 2020.

After our voluntary suspension of sailings, we successfully completed the safe repatriation of our shipboard team members to their home countries around the globe.

We have repatriated shipboard team members to over 120 countries through a combination of chartered and commercial air flights as well as the use of certain of our ships.

In anticipation of a resumption of sailings following the Conditional Order and the amount of time expected to recruit, train and transport crew, we had begun the process of re-staffing a limited number of our vessels.

However, as a result of the resurgence of COVID-19 around the globe, the continued lack of port availability and permission to sail in the destinations we normally serve, along with other factors which make the timing of the resumption of cruise operations uncertain, a portion of those crew members will be repatriated in the near term.

Roadmap to Relaunch

We have developed a comprehensive and multi-faceted health and safety strategy to enhance our already rigorous protocols and address the unique public health challenges posed by COVID-19.

In July 2020, we announced a collaboration with Royal Caribbean Group to form a group of experts called the “Healthy Sail Panel” to guide the

industry in the development of new and enhanced cruise health and safety standards.

Health and Safety

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

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

The panel is co-chaired by Dr.

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Department of Health and Human Services, and consists of globally recognized experts from various disciplines, including public health, infectious disease, biosecurity, hospitality and maritime operations.

On September 21, 2020, the expert panel published a report, which included 74 detailed best practices across five key areas of focus to protect the public health and safety of guests, crew and the communities where our cruise ships visit.

The panel also submitted its recommendations to the CDC, in response to a CDC request for public comment to inform future public health guidance and preventative measures relating to travel on cruise ships.

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

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

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

Scott Gottlieb.

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

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

On October 30, 2020, the CDC issued a Conditional Order that introduced a phased approach for the resumption of passenger cruises.

These phases include:

a) the establishment of laboratory testing of crew onboard cruise ships in U.S.

b) simulated voyages designed to test a cruise ship operator’s ability to mitigate COVID-19 on cruise ships;

c) a certification process;

and d) a return to passenger voyages in a manner that mitigates the risk of COVID-19 introduction, transmission or spread among passenger and crew onboard ships and ashore to communities.

The Conditional Order replaced the CDC’s No Sail Order that expired on October 31, 2020 and will remain in effect until the earlier of a) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency, b) the CDC Director’s rescission or modification of the Conditional Order based on specific public health or other considerations, or c) November 1, 2021.

Additionally, pursuant to the Conditional Order, the CDC may issue additional requirements through technical instructions or orders as needed and the phases described above may be subject to change based on public health considerations, including the trajectory of the pandemic and the ability of cruise ship operators to successfully employ measures that mitigate the risk of COVID-19.

Significant uncertainties remain regarding specific requirements of the Conditional Order including pending technical instructions from the CDC.

We continue to work through the requirements of the Conditional Order and work with the CDC and other federal agencies, public health authorities and national and local governments in areas where we operate to take all necessary measures to protect our guests, crew and the communities visited once operations resume.

We have begun the planning process to implement some of these recommendations, including purchasing related equipment and supplies.

We expect a gradual phased relaunch of our ships after the voyage suspension period, with our ships initially operating at reduced occupancy levels.

The timing for returning our ships to service and the percentage of our fleet in service will depend on a number of factors including, but not limited to, the duration and extent of the COVID-19 pandemic, including further resurgences and new variants of COVID-19, the availability, distribution and efficacy of vaccines and therapeutics for COVID-19, our ability to comply with the Conditional Order, port availability, travel restrictions, bans and advisories and our ability to re-staff our ships and implement new enhanced health and safety protocols.

Port Availability

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

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

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

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

Execution of Financial Action Plan

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

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

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

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

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

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

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

Refer to Note 8 – “Long-Term Debt” for further details about the above transactions.

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

Resumption of Operations

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

Initially, each newly launched ship is expected to operate at reduced occupancy, which will gradually increase over time.

We plan to continue gradually launching ships from each brand through the early part of the second quarter of 2022.

Based on the current conditions, we are planning for all ships to sail at full capacity by the end of 2022.

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

Refer to “Item 1A.

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

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

Our COVID-19 vaccination policy requires that all guests, with the exception of guests under the age of 12 on Norwegian Cruise Line sailings beginning March 1, 2022, and all crew must be vaccinated.

In the U.S., certain states have enacted legislation prohibiting companies from verifying the vaccination status of guests.

We challenged such a

prohibition in Florida in court and received a preliminary injunction allowing us to operate as planned.

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

Nevertheless, we continue to work with other federal agencies, public health authorities and national and local governments in areas where we operate to take all necessary measures to protect our guests, crew and the communities visited as we continue to resume operations.

The following table presents information about our ships and their primary areas of operation based on current and future itineraries, which are subject to change.

Primary Areas of Operation

Project Leonardo 1 (2)

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

Norwegian Viva (2)

The Bahamas, Caribbean, Europe

Norwegian Prima (2)

The Bahamas, Bermuda, Caribbean, Europe

Norwegian Encore

Alaska, Caribbean, Central America

Alaska, the Bahamas, Caribbean, Central America, Mexico-Pacific, U.S.

Norwegian Bliss

Alaska, The Bahamas, Bermuda, Caribbean, Mexico-Pacific

Alaska, Caribbean, Central America, Mexico-Pacific, U.S.

Norwegian Joy

Alaska, Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific

Norwegian Escape

Bermuda, Canada & New England, Caribbean, Europe

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

Norwegian Getaway

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Norwegian Epic

Caribbean, Europe

Bermuda, Caribbean, Europe

Norwegian Gem

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe, Mexico-Pacific

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe

Norwegian Jade

Africa, Asia, Caribbean, Europe

Africa, Asia, the Bahamas, Caribbean, Europe

Norwegian Pearl

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe

Norwegian Jewel

Alaska, Australia & New Zealand, Central America, Hawaii, Mexico-Pacific, South Pacific

Alaska, Caribbean, Central America, Hawaii, Mexico-Pacific, U.S.

Pride of America

Norwegian Dawn

The Bahamas, Caribbean, Europe

Caribbean, Europe

Norwegian Star

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Norwegian Sun

Alaska, Asia, The Bahamas, Caribbean, Central America

Norwegian Sky

The Bahamas, Caribbean

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America

Norwegian Spirit

Africa, Alaska, Asia, Australia & New Zealand, Europe, Hawaii

Alaska, Australia & New Zealand, Hawaii, South Pacific

Oceania Cruises

Oceania Vista (3)

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Mexico-Pacific

Oceania Riviera

Caribbean, Europe

Africa, Asia, Bermuda, Caribbean, Europe

Oceania Marina

Central America, Europe, South America

Antarctica, Caribbean, Central America, Europe, South America

Oceania Nautica

Africa, Asia, Europe

Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Europe, South America, South Pacific

Oceania Sirena

Africa, Asia, Caribbean, Europe

The Bahamas, Bermuda, Caribbean, Central America, Europe

Oceania Regatta

Alaska, Asia, Australia & New Zealand, South Pacific

Alaska, Asia, Australia & New Zealand, Hawaii, Mexico-Pacific, South Pacific, U.S.

Oceania Insignia

Africa, Alaska, Asia, Bermuda, Canada & New England, Caribbean, Europe, Hawaii, Mexico-Pacific, South America, South Pacific

Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Seven Seas Grandeur (4)

The Bahamas, Bermuda, Caribbean, Central America, Europe, Mexico-Pacific

Seven Seas Splendor

Caribbean, Central America, Europe

The Bahamas, Bermuda, Caribbean, Central America, Europe, Mexico-Pacific, South America

Seven Seas Explorer

Alaska, Asia, Australia & New Zealand, Caribbean, Europe

Africa, Alaska, Asia, Australia & New Zealand, the Bahamas, Caribbean, Central America, Europe, Mexico-Pacific

Seven Seas Voyager

Africa, Asia, Australia & New Zealand, Europe, South America

Africa, Antarctica, Bermuda, Caribbean, Europe, South America

Seven Seas Mariner

Alaska, Asia, Australia & New Zealand, Caribbean, Europe, South America

Africa, Alaska, Asia, Australia & New Zealand, the Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Seven Seas Navigator

Australia & New Zealand, Canada & New England, Caribbean, Central America, Europe, Hawaii, South America, South Pacific

(1) The table above does not include the additional eight ships on order.

(2) The first of the Project Leonardo ships, which is expected to be delivered in the summer of 2022.

Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean, Europe, South America, South Pacific

(1) The table above does not include the five additional ships on order.

(2) The first and second of the Prima Class Ships, which are expected to be delivered in the summer of 2022 and spring of 2023, respectively.

(3) The first of the Allura Class Ships, which is expected to be delivered in the spring of 2023.

(4) The last of the Explorer Class Ships, which is expected to be delivered in the fall of 2023.

Our Mission, Competitive Strengths & Business Strategies

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

We believe that the following business strengths support our overall strategy to

deliver on our mission.

We believe that the following business strengths support our overall strategy to deliver on our mission.

While the COVID-19 pandemic has impacted our competitive strengths, our core mission remains intact.

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Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a central highlight of its cruise experience.

Regent’s all-inclusive offering includes air transportation, shore excursions, pre-cruise hotel stays (for concierge level and above), specialty restaurants, premium spirits and fine wines, gratuities, Wi-Fi and other amenities.

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

Historically, we have continually looked for ways to enhance our already strong product offering and onboard guest experience across our three brands and in the destinations we visit.

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Oceania Cruises and Regent are known for their quality of service, including some of the highest crew-to-guest ratios in the industry and a staff trained to deliver personalized and attentive service.

Upon our return to service, social distancing or other guidelines may impact the guest experience.

Rich Stateroom Mix

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We offer a diverse selection of premium itineraries which we continually look to enhance.

Our fleet has a worldwide deployment, offering voyages ranging from three days to a 180-day around-the-world cruise.

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

Our destination management team reviews deployments across the fleet, either repositioning ships to new

destinations or fine-tuning itineraries, with the goal of diversifying our deployment and creating product scarcity which, in turn, leads to higher pricing.

fleet has a worldwide deployment, offering voyages ranging from three days to a 180-day around-the-world cruise.

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

Our destination management team reviews deployments across the fleet, either repositioning ships to new destinations or fine-tuning itineraries, with the goal of diversifying our deployment and creating product scarcity which, in turn, leads to higher pricing.

We are also focused on destination development and have created two private destinations to enhance the shore experience for our guests.

We were the first cruise line to develop a private island, Great Stirrup Cay in the Bahamas.

This private destination is the Company’s 270-acre private island featuring over 1,500 feet of accessible beachfront with white sand beaches;

This private destination is the Company’s private island featuring over 1,500 feet of accessible beachfront with white sand beaches;

over 50 cabana and villa options;

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Disciplined Fleet Expansion

For the Norwegian brand, Project Leonardo will introduce six additional ships, each ranging from approximately 140,000 to 156,300 Gross Tons with approximately 3,300 to 3,550 Berths, with expected delivery dates from 2022 through 2027.

For the Norwegian brand, we have six Prima Class Ships on order, each ranging from approximately 140,000 to 156,300 Gross Tons with approximately 3,215 to 3,550 Berths, with expected delivery dates from 2022 through 2027.

For the Regent brand, we have one Explorer Class Ship on order to be delivered in 2023, which will be approximately 55,000 Gross Tons and 750 Berths.

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We believe these new ships will allow us to continue expanding the reach of our brands, positioning us for accelerated growth and providing an optimized return on invested capital.

We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship expected to be delivered through 2027, subject to certain conditions.

We have obtained export-credit backed financing which is expected to fund approximately 80% of the contract price of each ship expected to be delivered through 2027, subject to certain conditions.

Go-to-Market and Bundling Strategy

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We have non-exclusive arrangements with casino partners worldwide whereby loyal gaming guests are offered cruise reward certificates redeemable for cruises.

Through property sponsored events and joint marketing programs, we have

the opportunity to market cruises to these guests.

Through property sponsored events and joint marketing programs, we have the opportunity to market cruises to these guests.

These arrangements with casino partners have the dual benefit of filling open inventory and reaching guests expected to generate above average onboard revenue through the casino and other onboard spending.

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Our international efforts are aimed at strengthening our global footprint by increasing brand awareness across the globe which allows us to diversify our guest sourcing.

We maintain numerous sales offices which support sales and marketing efforts in various markets outside of North America including the United Kingdom, Europe, Hong Kong, Australia, New Zealand, Brazil, India, Japan and Singapore.

Cost Containment Initiatives

We have a flat organizational structure which results in efficient operations with better and faster sharing of best practices.

We continue to leverage the combined purchasing power of our three brands to further reduce costs throughout the organization.

This initiative is bolstered by our Supply Chain and Logistics Management function which supports our three brands as well as our corporate and international offices.

Our new ships are designed to enhance energy efficiency and we have several initiatives in place to improve efficiency on our existing fleet including LED lighting upgrades, waste heat recovery, new hull coatings and itinerary optimization.

We also continue to enhance and expand our use of digital marketing and social media to drive further cost efficiencies.

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for information on our current cash conservation measures.

Expand and Strengthen Our Product Distribution Channels

As part of our growth strategy, we continually look for ways to deepen and expand our sales channels.

We have strategic relationships with travel advisors and tour operators who commit to purchasing a certain level of inventory with long lead times.

We have strategic relationships with travel advisors and tour operators who commit to selling a certain level of inventory with long lead times.

The retail/travel advisor channel represents the majority of our ticket sales.

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Our focused account management is designed to create solutions catered to the individual retailer through product and sales training.

This education creates a deeper understanding of all our product offerings.

In 2020, we continued to support our travel advisors by protecting earned commissions on original, fully paid bookings that were canceled due to suspended voyages as a result of COVID-19.

This education process creates a deeper understanding of all our product offerings.

We continue to support our travel advisors by protecting earned commissions on original, fully paid bookings that were canceled due to suspended voyages as a result of COVID-19.

We have invested in our brands by enhancing websites, mobile applications and passenger services departments including our personal cruise consultants, who offer personalized service throughout the process of designing cruise vacations for our guests.

We have also enhanced our capabilities to enable guests to customize their vacation experience with certain onboard product offerings.

When sailing resumes, we will utilize our onboard cruise sales channel where guests can book their next cruise or purchase cruise certificates to apply to their next cruise while vacationing on our ships.

As sailings have resumed, we utilize our onboard cruise sales channel where guests can book their next cruise or purchase cruise certificates to apply to their next cruise while vacationing on our ships.

Our meetings, incentives and charters channel focuses on full ship charters as well as corporate meetings and incentive travel.

These sales often have very long lead times and can fill a significant portion of the ship’s capacity, or even an entire sailing, in one transaction.

Sixthman, a subsidiary company specializing in developing and delivering music-oriented charters, provides a market that enables travel advisors to sell high-quality music experiences at sea to guests.

Sixthman, a subsidiary company specializing in developing and delivering music-oriented charters, provides a market to sell high-quality music experiences at sea to guests.

Marketing Strategy

We significantly reduced our marketing activities in 2020 due to the suspension of cruise voyages as a result of the COVID-19 pandemic.

When timing is determined for relaunch, we expect a disciplined increase in sales and marketing activities to further drive demand.

Additionally, we will continue a deliberate approach on marketing and sales outreach to guests with future cruise credits, as a result of suspended sailings, to encourage redemption of cruise credits towards future sailings.

Building customer loyalty among our past guests is an important element of our marketing strategy.

Past guests create a cost-effective means of attracting business, particularly to our new ships and itineraries as they are familiar with our brands, products and services and often return to cruise with us.

We will continue to optimize our customer databases and targeting capabilities to further enhance our communications with our past guests who receive e-mail, direct mail and brochures with informative destination and product information and promotional amenities.

Our marketing mix includes a balance of initiatives that both allow us to build our brand awareness to attract new-to-brand customers, while also focusing on more targeted marketing communications aimed at retaining our current guest base.

Continued investments in our websites will be key not only to driving interest and bookings, but also to ensuring the optimal pre-cruise planning experience offering guests the ability to shop, reserve and purchase a breadth of onboard products and services.

We have a strong communications stream that provides customized pre-cruise information to help guests maximize their cruise experience as well as a series of communications to welcome them home post cruise to engage them in booking their next cruise vacation.

In 2021, our gradual return to service was accompanied by a disciplined increase in sales and marketing activities to further drive demand.

Marketing activities in 2022 have once again ramped up focusing on driving sales at maximum yield.

Our marketing teams work to enhance brand awareness and consideration of our products and services among consumers and travel partners with the ultimate goal of driving sales.

We utilize a multi-channel strategy that may include a combination of print, television, radio, website/e-commerce, direct mail, social media, mobile and e-mail campaigns, partnerships, customer loyalty initiatives, market research, consumer events and business-to-business events.

We utilize a multi-channel marketing strategy that may include a combination of print, television, radio, digital, website/e-commerce, direct mail, social media, mobile and e-mail campaigns, partnerships, customer loyalty initiatives, market research, consumer events and business-to-business events.

We continue to enhance and expand our use of digital marketing and social media to drive cost efficiencies.

Additionally, we continue a deliberate approach on marketing and sales outreach to guests with future cruise credits, as a result of suspended sailings, to encourage redemption of cruise credits towards future sailings.

Building customer loyalty among our past guests is an important element of our marketing strategy.

We will continue to optimize our customer databases and target marketing capabilities to further enhance our communications with our past guests who receive e-mail, direct mail and brochures with informative destination and product information and promotional amenities.

Continued investments in our websites and applications will be key not only to driving interest and bookings, but also to ensuring the optimal pre-cruise planning experience offering guests the ability to shop, reserve and purchase a breadth of onboard products and services.

Travel advisors are crucial to our marketing and distribution efforts.

We provide robust marketing support and enhanced tools for our travel advisor partners through a variety of programs.

Our travel partners can benefit from our online travel partner education programs that include a wide variety of courses about our ships, itineraries and other best-selling practices.

Advisors can also easily customize a multitude of consumer marketing materials for their use in promoting our products through our online platforms.

Our travel partners can benefit from our online travel partner education programs that include a wide variety of courses about our products and experiences, itineraries and other best-selling practices.

Advisors can also easily customize a multitude of consumer marketing materials for their use in promoting and marketing our products through our online platforms.

Guest feedback is also a critically important element in the development of our overall marketing and business strategies.

We regularly initiate guest feedback studies among both travel partners and consumers to assess the impact of various programs and/or to solicit information that helps shape future direction.

We regularly initiate guest feedback studies among both travel partners and consumers to assess the impact of various programs and/or to solicit information that helps shape future direction of the experiences we provide.

Our Commitment to Sustainability

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We are committed to maintaining our culture of diversity, equality and inclusion in the workplace.

We also drive social impact through our philanthropy initiatives, partnerships and community engagement program in our local communities and at the destinations we visit.

We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs in our local communities and at the destinations we visit.

We are committed to addressing climate change and doing our part to protect and preserve the environment.

The ultimate goal of our long-term climate action strategy is to reach carbon neutrality through reducing carbon intensity, investing in technology including exploring alternative fuels and implementing a voluntary carbon offset program.

The management systems for all of our ships are certified under the International Organization for Standardization’s 14001 Standard.

This voluntary standard sets requirements for the establishment and implementation of a comprehensive environmental management system which we have adopted for our operations.

We promote environmental awareness among our stakeholders both through our corporate global sustainability program, Sail & Sustain, and our annual Environmental, Social and Governance report.

For additional information regarding our sustainability and stewardship initiatives, please visit our website at www.nclhltd.com.

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After NCLH acquired Prestige, Mr.

Del Rio led the combined company to many milestones

including expanding its fleet with the newest and most innovative ships at sea, introducing the Company’s latest private destination, Harvest Caye in Belize, and significantly strengthening its global footprint.

Del Rio led the combined company to many milestones including expanding its fleet with the newest and most innovative ships at sea, introducing the Company’s latest private destination, Harvest Caye in Belize, and significantly strengthening its global footprint.

Kempa, our Executive Vice President and Chief Financial Officer, has been with the Company for over twenty years holding several positions of increasing responsibility in Norwegian’s finance organization, playing an instrumental role in several of the Company’s key milestones, including its successful IPO and the Acquisition of Prestige.

Robin Lindsay, our Executive Vice President, Vessel Operations, is responsible for Marine & Technical Operations, Hotel Operations, Entertainment, Product Development, Out Islands and Newbuild and Ship Refurbishment for all three of the Company's brands.

Robin Lindsay, our Executive Vice President, Vessel Operations, is responsible for Marine & Technical Operations, Hotel Operations, Entertainment, Product Development, and Newbuild and Ship Refurbishment for all three of the Company's brands.

Lindsay has been with the Company for nearly two decades dating back to 2003, when he joined Oceania Cruises as Senior Vice President, Hotel Operations.

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Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months;

however, our cruise voyages were completely suspended during the last nine months of 2020 due to the COVID-19 pandemic and such suspension has been extended through May 31, 2021.

Our primary competition includes operators such as Carnival and Royal Caribbean as well as other cruise lines such as MSC Cruises, Crystal Cruises, Viking Ocean Cruises and Virgin Voyages.

however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages are being phased in gradually.

Our primary competition includes operators such as Carnival and Royal Caribbean as well as other cruise lines such as MSC Cruises, Viking Ocean Cruises and Virgin Voyages.

In addition, we compete with land-based vacation alternatives, such as hotels and resorts, vacation ownership properties, casinos, and tourist destinations throughout the world.

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In addition to routine repairs and maintenance performed on an ongoing basis and in accordance with applicable requirements, each of our ships is generally taken out of service, approximately every 24 to 60 months, for a period of one or more weeks for scheduled maintenance work, repairs and improvements performed in Dry-dock.

Dry-dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International Convention of the Safety of Life at Seas (“SOLAS”) and to some extent the International Load Lines Convention.

Dry-dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International

Convention of the Safety of Life at Seas (“SOLAS”) and to some extent the International Load Lines Convention.

Under these regulations, it is required that a passenger ship Dry-dock once in five years (depending on age of vessel) or twice in five years (depending on flag state and age of vessel) and the maximum interval between each Dry-dock cannot exceed three years (depending on flag state and age of vessel).

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Crew members are trained in the Company’s stringent safety protocols, participating in regular safety trainings, exercises and drills onboard every one of our ships to familiarize themselves and become proficient with the safety equipment onboard.

Prior to our return to service, our crew members will be trained on our new health and safety protocols.

In order to expand our public health protocols, we have developed an Infectious Disease Management System that our crew members are trained on prior to returning to service.

These policies are certified and audited to DNV’s Certification in Infection Prevention which further enhances our outbreak prevention and response to all types of infectious disease including, but not limited to COVID-19, norovirus, acute gastroenteritis, influenza and influenza-like illnesses.

Our captains and chief engineers are experienced seafarers.

Our bridge and technical officers regularly undergo rigorous operations training such as leadership, navigation, stability, statutory and environmental regulatory compliance.

To support our deck and engine officers while at sea, we have bridge and engine resource management protocols in place, dictating specific standard operating procedures.

To support our deck and engine officers while at sea, we have bridge and engine protocols and support documentation in place, dictating specific standard operating procedures.

Our bridge teams conduct a voyage planning process prior to sailing, where the upcoming itinerary is reviewed and discussed by the captain and bridge team prior to departure and in preparation for arrival.

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We have developed a Safety Management System (“SMS”), which establishes policies, procedures, training, qualification, quality, compliance, audit and self-improvement standards.

SMS also provides real-time reports and information to support the fleet and risk management decisions.

SMS also provides real-time reports and information to

support the fleet and risk management decisions.

Through these systems, our senior managers, as well as ship management, can focus on consistent, high quality operation of the fleet.

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Coast Guard, flag state and other port and state authorities.

Refer to “—Strategy for COVID-19” for an update on crew manning.

We maintain insurance on the hull and machinery of our ships, which are maintained in amounts related to the estimated market value of each ship.

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We also claim common law rights in trademarks and trade names used in conjunction with our ships, incentive programs, customer loyalty program and specialty services rendered onboard our ships for each of our brands.

material intellectual property, including trade names, as of May 14, 2020 has been pledged as collateral for the 2024 Senior Secured Notes issued by NCLC.

The Regent ships have been operating under the Regent brand since 2006.

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NCLH and NCLC are exempted companies formed under the laws of Bermuda and some of their subsidiaries have been formed in Bermuda, Guernsey, Isle of Man, British Virgin Islands, Cayman Islands or the Bahamas.

In June 2018, the European Union issued a scoping paper which set out economic substance requirements that targeted international financial centers, including the jurisdictions listed above, were required to adopt before 2019 with regard to relevant entities based in those jurisdictions.

Pursuant to the legislation passed in each jurisdiction, entities subject to each jurisdiction’s laws that carry out relevant activities as specified in such laws, are required to demonstrate substantial economic substance in that jurisdiction.

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In addition to these discharge- and vessel-specific requirements, the VGP includes requirements for inspections, monitoring, reporting and recordkeeping.

In 2018, the Vessel Incidental Discharge Act (“VIDA”), which will eventually replace the VGP, was signed into law, and in October 2020, the EPA published a notice of proposed rulemaking to establish national standards of performance under VIDA that would apply to 20 different types of vessel equipment and systems, as well as general discharge standards that would apply to all types of vessel incidental discharges.

The VGP has been administratively extended while standards under VIDA are being developed.

With certain exceptions, VIDA requires that the new standards be at least as stringent as the VGP requirements.

The Act to Prevent Pollution from Ships, which implements certain elements of MARPOL in the U.S., provides for potentially severe civil and criminal penalties related to ship-generated pollution for incidents in U.S.

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federal law and, in some cases, the laws have no statutory limits of liability.

Among the most stringent requirements are those set by the State of Alaska, which has enacted legislation that prohibits certain discharges in designated state waters and requires that certain discharges be monitored to verify compliance with the established standards.

Among the most stringent requirements are those set by the State of Alaska, which has enacted legislation that prohibits certain discharges in designated state

waters and requires that certain discharges be monitored to verify compliance with the established standards.

The legislation also provides that repeat violators of the regulations could be prohibited from operating in Alaskan waters.

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requires the use of low sulfur (less than 0.1%) marine gas oil in E.U.

As of January 1, 2020, all non-ECA waters have a 0.5% fuel sulfur limit.

In addition to the existing legal requirements, we are committed to helping to preserve the environment, because a clean, unspoiled environment is a key element that attracts guests to our ships.

Furthermore, NCL (Bahamas) Ltd.

and NCL America LLC are certified under the International Organization for Standardization’s 14001 Standard.

This voluntary standard sets requirements for establishment and implementation of a comprehensive environmental management system which we have adopted for our operations.

Currently we operate under an Environmental Management System that is incorporated into the Company’s SMS and promote environmental awareness among our stakeholders both through our corporate global sustainability program, Sail & Sustain, and our annual Stewardship Report.

All non-ECA waters have a 0.5% fuel sulfur limit.

With regard to carbon dioxide emissions, in July 2021, the E.U.

published proposed legislation that would extend its Emissions Trading System to the maritime transport sector.

Under the proposal, ships over 5,000 Gross Tons that transport passengers or cargo to or from E.U.

member state ports would be required to purchase and surrender emissions allowances equivalent to emissions for all or a half of a covered voyage, depending on whether the voyage was between two E.U.

ports or an E.U.

and a non-E.U.

The requirements are proposed to be phased in from 2023 to 2026.

Beginning in 2023, covered entities would be required to surrender allowances equivalent to 20% of their verified emissions, with the amount increasing to 45% in 2024, 70% in 2026, and 100% in 2026.

In 2021, the IMO adopted two new requirements going 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 CII is an operational metric designed to measure how efficiently a ship transports goods or passengers by looking at carbon dioxide emissions per nautical mile.

Ships are given an annual rating from A to E with a C or better required for compliance.

For ships that receive a D rating for three consecutive years, or an E rating for one year, a corrective action plan will need to be developed and approved.

In 2023, ships will be required to reduce carbon intensity by 5% from a 2019 baseline with 2% incremental improvements each year thereafter until 2030.

The EEXI is a design re-certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed.

Compliance with such laws and regulations may entail significant expenses for ship modification and the purchase of emissions allowances, increase costs for compliant newbuilds, render some ships obsolete, significantly increase costs for alternative fuels and require changes in operating procedures, including limitations on our ability to operate in certain locations or slowing the speed of our ships, which could adversely impact our operations.

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

This could result in the enactment of more stringent regulation of cruise ships that would subject us to increasing compliance costs in the future.

Some environmental groups continue to lobby for more extensive oversight of cruise ships and have generated negative publicity about the cruise industry and its environmental impact.

If we violate or fail to comply with environmental laws, regulations or treaties, we could be fined or otherwise sanctioned by regulators.

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Any fines or other sanctions for violation or failure to comply with environmental requirements or any expenditures required to comply with environmental requirements could have a material adverse effect on our business, operations, cash flow or financial condition.

We refer you to “—Our Mission, Competitive Strengths & Business Strategies — Our Commitment to Sustainability” for information related to our Environmental, Social and Governance strategy.

Permits for Glacier Bay, Alaska

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Public Health Service’s requirements, which include vessel ratings by inspectors from the Vessel Sanitation Program of the CDC and the FDA.

We rate at the top of the range of CDC and FDA scores achieved by the major cruise lines.

We have rated at the top of the range of CDC and FDA scores achieved by the major cruise lines.

In addition, the cruise industry and the U.S.

Public Health Service have agreed on regulations for food, water and hygiene, aimed at proactively protecting the health of travelers and preventing illness transmission to U.S.

We refer you to “—Strategy for COVID-19—Roadmap to Relaunch” for further information.

Currently, we are working directly with the CDC Maritime Unit as well as other health regulatory authorities, such as E.U.

Healthy Gateways, to adjust our COVID-19 response protocols.

We refer you to “—Strategy for COVID-19—Resumption of Operations” for further information.

Security and Safety

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We cannot estimate the expenses we may incur to comply with potential new laws or changes to existing laws, or the other potential effects these laws may have on our business.

For information regarding risks associated with our compliance with legal and regulatory requirements, see Part I Item 1A-Risk Factors in this annual report on Form 10-K, including the risk factor titled “We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and regulations, which could adversely affect our operations and any changes in the current laws and regulations could lead to increased costs or decreased revenue.”

For information regarding risks associated with our compliance with legal and regulatory requirements, see “Part I Item 1A-Risk Factors” in this annual report on Form 10-K, including the risk factor titled “We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and regulations, which could adversely affect our operations and certain recently introduced laws and regulations and future changes in laws and regulations could lead to increased costs and/or decreased revenue.”

Income Taxation

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federal corporate income taxation on a net basis (generally at a 21% rate) and state and local taxes, and our effectively connected earnings and profits may also be subject to an additional branch profits tax of 30%, unless a lower treaty rate applies (the “Net Tax Regime”).

source shipping income is considered effectively connected income if we have, or are considered to have, a fixed place of business in the U.S.

involved in the earning of U.S.

source shipping income, and substantially all of our U.S.

source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S.

Our U.S.-source shipping income is considered effectively connected income if we have, or are considered to have, a fixed place of business in the U.S.

involved in the earning of U.S.-source shipping income, and substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S.

If we do not have a fixed place of business in the U.S.

or substantially all of our income is not derived from regularly scheduled transportation, the income will generally not be considered to be effectively connected income.

In that case, we would be subject to a special 4% tax on our U.S.

source shipping income (the “4% Tax Regime”).

In that case, we would be subject to a special 4% tax on our U.S.-source shipping income (the “4% Tax Regime”).

Other United States Taxation

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federal income taxes under the Net Tax Regime discussed above.

Income items considered non-incidental to the international operation of ships include income from the sale of single-day cruises, shore excursions, air and other transportation, and pre- and post-cruise land packages.

We believe that substantially all of our income currently derived from the international operation of ships is shipping income.

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Gains from the sale of vessels should generally also be exempt from tax under Section 883 provided NCLH qualifies for exemption from tax under Section 883 in respect of our shipping income.

If, however, our gain does not qualify for

exemption under Section 883, or if the provision was repealed, then such gain could be subject to either the Net Tax Regime or the 4% Tax Regime.

If, however, our gain does not qualify for exemption under Section 883, or if the provision was repealed, then such gain could be subject to either the Net Tax Regime or the 4% Tax Regime.

Certain State, Local and Non-U.S.

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Regent and Oceania Cruises’ ships use a third party to provide additional hotel and restaurant staffing onboard.

We refer you to “Item 1A—Risk Factors—Our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations” for more information regarding our relationships with union employees and our collective bargaining agreements that are currently in place.

We refer you to “Item 1A—Risk Factors—Our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely

affect our business, financial condition and results of operations” for more information regarding our relationships with union employees and our collective bargaining agreements that are currently in place.

Diversity, Equity and Inclusion

Our Company is committed to fostering an inclusive workforce, where diverse backgrounds are represented, engaged and empowered to generate and execute on innovative ideas.

Our commitment to diversity and inclusion is demonstrated by our Board of Directors, which is 30% female and 50% diverse.

Our commitment to diversity and inclusion is demonstrated by our Board of Directors, which is approximately 29% female and approximately 14% under-represented minority.

Our commitment to seeking female and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines.

Our Company operates globally, with team members representing more than 120 countries.

Our Company operates globally, with team members representing approximately 120 countries.

To foster a diverse and inclusive culture, we seek to leverage the talents of all team members, commit to equal employment opportunity (“EEO”) as detailed in our Company’s EEO policy, and deliver unconscious bias, microaggressions and diversity and inclusion training.

We have long-term partnerships with the National Diversity Council, sponsoring the Florida Diversity Council and its South Florida local chapter.

We also partner with the prestigious International Women’s Forum Fellows Program.

In 2021, we announced our Diversity in Leadership employee resource group, Embrace, to promote diversity and inclusion within our management teams and to serve as a feedback channel for front line employees.

As of December 31, 2021, the composition of our workforce was as follows:

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In addition, we offer health savings and flexible spending accounts, vision cover, paid time off, employee assistance programs, short term disability and voluntary long-term disability insurance, term life and business travel insurance.

Additionally, we offer a 401(k) retirement savings plan, education assistance including tuition reimbursement and student loan repayment.

Additionally, we offer a 401(k) retirement savings plan, education assistance including tuition reimbursement

and student loan repayment.

Our benefits vary by location and are designed to meet or exceed local requirements and to be competitive in the marketplace.

In response to the COVID-19 pandemic, we repatriated our non-essential crew members and transitioned our shoreside team to a remote work environment, which currently remains in place.

Our crew repatriation was carried out as quickly as possible given constraints presented by travel restrictions, regulatory requirements and other challenges.

We utilized air charters and commercial flights as well as certain of our own vessels to transport crew home.

During this time, our crew were compensated according to their respective Collective Bargaining Agreements and were provided WiFi, medical care, accommodations and a daily onboard stipend when in stand down status after the conclusion of their contract.

They had continual access to medical professionals to support their physical and mental well-being.

The Company also funded housing expenses if quarantine was required upon arrival.

While crew members are at home the Company maintains regular contact and provides business updates on our Company as well as the state of the industry to keep them informed.

Due to the global suspension of our cruise voyages since March 13, 2020, we took certain actions to preserve liquidity.

We reduced our salary and benefit expense to a level more commensurate with our operations by reducing salaries and hours worked by 20% across the board during 2020, furloughing certain shoreside team members and generally not backfilling vacated positions.

The furlough program was chosen over a reduction in force as it facilitated retention of our valued team members while we await a return to sailing.

Consistent with our family-centric culture, we continued the

employer subsidy for medical cover for our furloughed team members, and in addition, funded the team member’s portion for our furloughed team and their dependents.

We also participated in short time compensation programs in Florida and Arizona to support our team members on 20% reduced hours to receive benefits from their state unemployment offices.

Our shoreside offices monitor and follow government legislation and guidance and are prepared to return to our office environments when it is deemed safe to do so.

While we took several measures in 2020 to preserve liquidity, we proudly supported our team with several positive shoreside and shipboard compensation measures throughout 2021.

Our 401(k) retirement savings plan employer match was reinstated to eligible team members.

Additionally, our shoreside Directors and above were reinstated to 100% salary compensation on January 4, 2021 to match their below Director colleagues who were reinstated to 100% salary or hours compensation on November 23, 2020, and our management bonus was awarded at least at 50% of target.

We also issued an appreciation bonus of up to 10 days of pay to non-management employees not eligible under other bonus or incentive programs.

The Company also reviews salary levels in order to remain competitive in recruiting and retaining talent for shoreside and shipboard employees.

For the protection of our shipboard team members, guests, and communities we visit, our Healthy Sail Panel has developed a comprehensive and multi-faceted health and safety strategy to enhance our already rigorous protocols and address the unique public health challenges posed by the COVID-19 pandemic.

Our shoreside offices monitored local conditions and followed government legislation and guidance to prepare to return to our office environments when it was deemed safe to do so.

In June 2021, we phased in our return to our U.S.

corporate offices, with extensive office protocols, including onsite nurses, rigorous COVID-19 testing and contact tracing, as well as enhanced office sanitation practices and heating, ventilation, and air conditioning improvements.

shoreside team members were also afforded paid COVID-19 vaccination recovery days.

To further demonstrate our commitment to being an employer of choice, the Company also announced an indefinite 4/1 flexible work model for shoreside team members globally.

The flexible model allows most employees to work in-office Monday through Thursday and remotely on Friday.

Training and Development

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We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives.

In 2021, we supported 425 team members or approximately 12% of our shoreside work force with promotions.

Succession planning and talent review programs allow us to continuously calibrate and evaluate high potential talent, offering talent rotations and investing in development for long-term success.

In early 2021, we established a new Rising Stars program to identify high potential shoreside leaders at the Director and Senior Director level.

The 6-month program is conducted with a human resources strategy firm and is focused on developing a growth mindset to refine leadership strengths, champion change and encourage innovation through assessment tools, one-on-one coaching and group learning.

Due to its success and positive reception, we grew the program to include three concurrent cohorts to allow more leaders to benefit from this highly sought after development program.

Shipboard team members have the opportunity to learn the skills and responsibilities of another position in a different department, either to increase their effectiveness in the Company, or to give them the opportunity to shift their career path.

Retention and Engagement

In February 2021, the Company was proudly honored by Forbes as one of America’s Best Large Employers for 2021.

The Company ranked among the top 75 companies in the overall Large Employer category and among the top 10 companies in the Travel & Leisure sector.

The Company was then further recognized by Forbes in October 2021, as part of 2021 World’s Best Employers list.

We have a history of strong retention rates across our shoreside and shipboard teams which we attribute to our culture that allows our team members to thrive and achieve their career goals.

Our voluntary retention rate throughout 2020 remained at historical levels despite the impact that the COVID-19 pandemic has had on our Company and industry.

We implemented a Standby Pay program in 2020 to retain our key shipboard officers who are off their normal contract rotation, which will facilitate our return to service with our experienced team.

Exceptional team members are recognized by a robust annual Award of Excellence recognition program which acknowledges and rewards individual team members and teams for their demonstration of Company values.

We recently developed the Kloster Visionary Award which honors the Company’s founder, Knut Kloster, by recognizing a team member whose spirit of innovation follows in the footsteps of this visionary.

Our voluntary retention rate throughout 2021

remained within our historical range despite the impact that the COVID-19 pandemic has had on our Company and industry.

We maintained our Standby Pay Program from 2020 into 2021 to retain our key shipboard officers who are off their normal contract rotation, which continues to facilitate our return to service with our experienced team.

Exceptional team members continue to be recognized by a robust annual Award of Excellence recognition program which acknowledges and rewards individual team members and teams for their demonstration of Company values.

We awarded our first Kloster Visionary Award which honors the Company’s founder, Knut Kloster, by recognizing a team member whose spirit of innovation follows in the footsteps of this visionary.

Through the shipboard Vacation Hero Awards program, shipboard supervisors and management recognize select shipboard team members that have proven to be outstanding in selected categories.

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Executive Vice President and Chief Financial Officer

Robert Binder

Vice Chairman Oceania Cruises and Regent, President and Chief Executive Officer, Oceania Cruises brand

President and Chief Executive Officer, Regent brand

Howard Sherman

President and Chief Executive Officer, Oceania Cruises brand

President and Chief Executive Officer, Norwegian brand

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Del Rio has served as President and Chief Executive Officer of NCLH since January 2015 and became a director of NCLH in August 2015.

Del Rio has been responsible for the successful integration of NCLH and Prestige

and oversees the financial, operational and strategic performance of the Norwegian, Regent and Oceania Cruises brands.

Del Rio has been responsible for the successful integration of NCLH and Prestige and oversees the financial, operational and strategic performance of the Norwegian, Regent and Oceania Cruises brands.

Del Rio founded Oceania Cruises in October 2002 and served as Chief Executive Officer of Prestige or its predecessor from October 2002 through September 2016.

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Kempa holds a Bachelor’s degree in Accounting from Barry University.

Binder has served as President and Chief Executive Officer of the Oceania Cruises brand since September 2016 and as Vice Chairman, Oceania Cruises and Regent since May 2015.

He served as President of International Operations from February 2015 until May 2015.

Prior to the Acquisition of Prestige in November 2014, Mr.

Binder served as the Vice Chairman of Prestige since May 2011 and as President of Prestige since January 2008, where he oversaw the global expansion of the Prestige brands and was responsible for sales, marketing and branding efforts internationally.

Binder is co-founder of Oceania Cruises and previously served as President of Oceania Cruises.

Before launching Oceania Cruises, Mr.

Binder was the President of Meadowoods Consulting, which provided consulting services to the financial and travel services industries.

From 1992 to 2001, he held several executive positions in the cruise industry.

Binder also held senior management positions at JP Morgan Chase, where he was a Strategic Planning Officer, and at Renaissance Cruises, where he was Vice President of Sales.

Binder earned master’s degrees in both Finance and Marketing from Cornell University and did his undergraduate studies at Purdue University.

Montague has served as President and Chief Executive Officer of the Regent brand since September 2016.

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During his 12-year tenure at Prestige, Mr.

Montague helped build the business plan for the launch of Oceania Cruises in 2002, including oversight for the purchase of its initial three R-class vessels, was involved with the equity investment by Apollo Global Management, LLC and acquisition of Regent Seven Seas Cruises, and drove financing and delivery of Oceania Cruises’ newbuilds, Marina and Riviera.

helped build the business plan for the launch of Oceania Cruises in 2002, including oversight for the purchase of its initial three R-class vessels, was involved with the equity investment by Apollo Global Management, LLC and acquisition of Regent Seven Seas Cruises, and drove financing and delivery of Oceania Cruises’ newbuilds, Marina and Riviera.

Montague served as Oceania Cruises’ Vice President and Treasurer from 2004 to 2007 and Senior Vice President of Finance from 2008 to 2010.

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in Accounting from the University of Miami.

Howard Sherman has served as the President and Chief Executive Officer of the Oceania Cruises brand since January 2022.

Prior to that, he served as Executive Vice President, Onboard Revenue and Destination Services of NCLH from September 2016 through December 2021 and as Executive Vice President, Revenue Management from February 2015 until September 2016.

Prior to the Acquisition of Prestige, Mr.

Sherman held various roles at Prestige from 2003 to 2014 including Executive Vice President, Revenue Management and Chief Revenue Officer, Senior Vice President, Revenue Management and Vice President of Yield and Inventory Management.

Sherman holds a Bachelor’s degree in Accounting from St.

Thomas University.

Harry Sommer has served as President and Chief Executive Officer, Norwegian Cruise Line, since January 2020 and was President, International, from January 2019 to January 2020.

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From February 2015 until May 2015, he served as Executive Vice President and Chief Integration Officer for NCLH.

Sommer previously served as Senior Vice President and Chief Marketing Officer of Prestige from October 2013 until February 2015, Senior Vice President, Finance, and Chief Information Officer of Prestige from September 2011 until October 2013 and Senior Vice President,

Accounting, Chief Accounting Officer and Controller of Prestige from August 2009 until August 2011.

Prior to joining Prestige, Mr.

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From January 2012 to November 2014, Ms.

Ashby served as Controller for Prestige, where she managed and developed the Accounting and External Financial Reporting teams.

Ashby served as Controller for Prestige, where she managed and

developed the Accounting and External Financial Reporting teams.

From March 2010 to December 2011, Ms.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business