What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-28 · 222 added, 299 removed, 517 unchanged (50% of the section changed)

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In January 2013, NCLH completed its IPO and the ordinary shares of NCLC were exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC.

In November 2014, we completed the Acquisition of Prestige.

In November 2014, we completed the acquisition of PCI.

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

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All of our brands offer an assortment of features, amenities and activities, including a variety of accommodations, multiple dining venues, bars and lounges, spa, casino and retail shopping areas and numerous entertainment choices.

All brands also offer a selection of shore excursions at each port of call as well as hotel packages for stays before or after a voyage.

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

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

During 2023, we took delivery of three ships.

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

We have orders for five additional ships to be delivered.

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

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

For Oceania Cruises, we have one Allura Class Ship on order for delivery in 2025.

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

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.

Corporate Information

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Our principal executive offices are located at 7665 Corporate Center Drive, Miami, Florida 33126.

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

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

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.

Chart path to reduce leverage and lower the balance sheet risk

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

● 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.

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

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

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

Norwegian Luna (2)

The Bahamas, Caribbean

Norwegian Aqua (3)

Europe, Caribbean

Bermuda, Europe, Caribbean

Norwegian Viva

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Norwegian Prima

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

The Bahamas, Bermuda, Caribbean, Europe

Norwegian Encore

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Norwegian Bliss

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

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

Norwegian Joy

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

Alaska, The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific, U.S.

Norwegian Escape

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Norwegian Breakaway

Bermuda, Canada & New England, Caribbean, Europe

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

Norwegian Epic

The Bahamas, Bermuda, Caribbean, Europe

The Bahamas, Caribbean, Europe

Norwegian Gem

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Norwegian Jade

Africa, Alaska, Asia, The Bahamas, Caribbean, Central America, Europe, U.S.

Alaska, Asia, The Bahamas, Caribbean, Central America, Europe, Mexico-Pacific, U.S.

Norwegian Pearl

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Norwegian Jewel

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

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

Pride of America

Norwegian Dawn

Africa, Asia, Caribbean, Europe

Africa, Asia, The Bahamas, Caribbean, Europe

Norwegian Star

Antarctica, Europe, South America

Antarctica, Central America, Europe, Mexico-Pacific, South America

Norwegian Sun

Alaska, Asia, Central America, Mexico-Pacific, South America, South Pacific, U.S.

Alaska, Asia, The Bahamas, Central America, Hawaii, Mexico-Pacific, South America, South Pacific, U.S.

Norwegian Sky

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

Africa, Asia, The Bahamas, Canada & New England, Caribbean, Central America, Europe

Norwegian Spirit

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Oceania Riviera

Africa, Alaska, Asia, Australia & New Zealand, The Bahamas, Bermuda, Caribbean, Europe, South Pacific

Africa, Alaska, Asia, Australia & New Zealand, Europe, South Pacific

Oceania Marina

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Oceania Nautica

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

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

Oceania Sirena

Asia, Australia The Bahamas, Bermuda, Caribbean, Central America, Europe, Hawaii, South America, South Pacific

Asia, The Bahamas, Bermuda, Caribbean, Central America, Europe, South Pacific

Oceania Regatta

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

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

Oceania Insignia

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

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

Seven Seas Prestige (5)

The Bahamas, Caribbean, Central America, Europe

Seven Seas Grandeur

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Seven Seas Voyager

Africa, Asia, Antarctica, Australia & New Zealand, Bermuda, Europe, South America, South Pacific

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

Seven Seas Mariner

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Seven Seas Navigator

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

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

Africa, Asia, Australia & New Zealand, The Bahamas, Bermuda, Caribbean, Europe, South Pacific

(1) The table above does not include the nine additional ships on order (excluding two ships with options to cancel).

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

(3) The third of the Prima Class Ships, which is expected to be delivered in 2025.

(4) The second of the Allura Class Ships, which is expected to be delivered in 2025.

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.

Enhanced Product Offering and Guest Experience

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

Our Business Strategy and Competitive Strengths

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.

Guest Centric Product Offering

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.

We are currently undergoing a broad and ongoing effort to improve operating efficiencies, including cost minimization initiatives, allowing us to progress towards achieving lower leverage.

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

We believe that the following business strengths will enable us to execute our strategy:

Clearly Defined Brands

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

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

Norwegian’s ships cater to a variety of travelers with up to 20 dining options;

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

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

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.

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

Itinerary Optimization & Premium Itinerary Mix

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

We offer a diverse selection of premium itineraries with worldwide deployment and voyages ranging from three days to a 180-day around-the-world cruise.

Our vessels call on ports including Scandinavia, Northern Europe, 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 island features over 1,500 feet of accessible beachfront with white sand beaches;

over 50 cabana and villa options;

an array of shore excursions including a new over water zipline experience that extends nearly 3,000 feet in length;

and on-island food and beverage offerings.

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

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

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

In 2016, we introduced Harvest Caye, the Company’s private resort-style destination in Southern Belize.

The 75-acre destination features Belize’s only cruise ship pier, an expansive seven-acre white sand beach, 15,000 sq.

pool with swim up bar, multiple dining options and a nature center with wildlife experiences plus adventure tours.

Regent’s all-inclusive fare includes unlimited shore excursions in every port, a one-night pre-cruise hotel package in Concierge Suites and higher, specialty dining, unlimited premium beverages, including fine wines and spirits, pre-paid gratuities, unlimited Starlink Wi-Fi, valet laundry service and other amenities.

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.

Diversified Itinerary Mix

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.

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.

Reduce leverage and optimize our balance sheet

In 2024 and 2025, we continued to take actions to improve our capital structure as part of our long-term financial strategy.

● 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.

Refer to Note 9 – “Long-Term Debt” for further details about the above transactions.

Disciplined Fleet Expansion

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

For the Norwegian brand, we also have an order for four additional ships, each at approximately 225,000 Gross Tons and 5,150 Berths, with currently scheduled delivery dates from 2030 through 2036.

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

The impacts of initiatives to improve environmental sustainability, modifications the Company has made to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries in the past.

For the Oceania Cruises brand, we also have an order for four additional ships (which includes two ships on order, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel), each at approximately 86,000 Gross Tons and 1,450 Berths, with currently scheduled delivery dates from 2027 through 2031.

For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 850 Berths, with currently scheduled delivery dates in 2026 and 2029.

The impacts of initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries.

These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

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

We have obtained fixed-rate export-credit backed financing which is expected to fund approximately 80% of the contract price of each ship currently scheduled to be delivered through 2028, subject to certain conditions.

Revenue Management and Promotional Construct Strategy

Our revenue management function performs extensive analyses in order to determine booking history and uses trends by itinerary, sailing, stateroom category, distribution channel and market segment to optimize cruise ticket revenue.

Our revenue management strategies result in a longer booking window with enhanced predictability and the opportunity to increase prices through the booking curve.

Our promotional construct revolves around a value-add bundled product for all three brands which we believe leads to higher quality guest bookings.

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

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

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

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

We believe these strategies and other initiatives executed through our distribution channels will drive sustainable growth in the number of guests carried and in revenues achieved.

Marketing Strategy

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

We continue to test, enhance and expand our use of digital marketing, data and analytics and emerging marketing technology to drive cost efficiencies and maximize return.

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 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.

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 loyal repeat guest base.

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.

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 with us.

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 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 of the experiences we provide.

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 recognize our brands as preferred partners and dedicate resources to sell our inventory with long lead times at the highest possible prices.

The retail/travel advisor channel represents a significant portion of our ticket sales.

Our travel partner base is comprised of an extensive network of independent travel advisors worldwide.

We have made substantial investments with improvements in booking technologies, transparent pricing strategies, effective marketing tools, improved communication and cooperative marketing initiatives to enhance and facilitate the ability of travel advisors to market and sell our products.

We have sales teams who work closely with our travel advisor partners on maximizing their marketing and sales effectiveness across all three of our brands.

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

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

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.

We also 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 and overall festival-focused charters, provides a market to sell high-quality music and festival-at-sea experiences to guests.

To further grow and expand this channel, we introduced a new branded initiative “Experiences at Sea,” consisting of Sixthman and the Company’s Charters, Meetings & Incentives department.

Experiences at Sea focuses on corporate, incentive and affinity-focused clients across all three of our brands.

Casino Player Strategy

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.

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.

Strengthening Our Global Footprint

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, Asia, Australia and Brazil.

For ships on order, excluding the two ships on order for Oceania Cruises that we have the option to cancel and the four additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to 2036, we have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions.

Our Commitment to Sustainability

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Reducing Environmental Impact, Sailing Safely, Empowering People, Strengthening Our Communities and Operating with Integrity and Accountability.

The Company’s Board of Directors is actively engaged in overseeing the Sail & Sustain program and Environmental, Social and Governance (“ESG”) strategy and implementation through its Technology, Environmental, Safety & Security Committee.

The Company’s Board of Directors is actively engaged in overseeing the Sail & Sustain program, strategy and its implementation through its Technology, Environmental, Safety & Security Committee.

Reducing our environmental impact is a key component of the Sail & Sustain program.

All of our ships have environmental management systems that 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.

The backbone of our ships’ environmental programs is our ISO 14001 – certified Environmental Management System.

This voluntary standard sets requirements for the establishment and implementation of a comprehensive environmental management system and helps us systematically identify, manage and control activities related to our environmental performance, manage progress toward our environmental goals and comply with applicable regulations.

As part of our environmental commitment, we are pursuing net zero greenhouse gas (“GHG”) emissions by 2050 across our operations (Scopes 1 and 2) and value chain (Scope 3).

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

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

The three components of our climate action strategy are Efficiency, Innovation and Collaboration.

Each ship in our fleet has a Shipboard Energy Efficiency Management Plan with the objective to improve the overall operating efficiency of the ship by implementing methods for energy and fuel savings.

We evaluate, monitor, and implement energy-savings projects on our existing ships including but not limited to HVAC system upgrades, LED lighting, hydrodynamic upgrades, and Waste Heat Recovery projects.

The path towards net zero is complex, and this effort will require significant technology advancements including commercially viable and scalable low or zero GHG emission fuels, but we are committed to doing our part to facilitate this transition.

For example, we have successfully tested the use of biofuel blends on over 20% of our fleet as a potential “drop-in” solution that does not require modifications to existing engines.

We evaluate, monitor, and implement energy-savings

projects on our existing ships including but not limited to HVAC system upgrades, LED lighting, hydrodynamic upgrades, and waste heat recovery projects.

The path towards net zero is complex, and this effort will require significant technological advancements including commercially viable and scalable low or zero GHG emission fuels, but we are committed to doing our part to facilitate this transition.

For example, we successfully surpassed our 2024 goal of testing the use of biofuel blends on 40% of our fleet by testing biofuel blends on approximately 47% of our fleet.

Biofuels can be blended with traditional marine fuels to support a reduction of lifecycle GHG emissions.

This blend is often considered a drop-in fuel for existing vessels and engines and the use of biofuels does not require modifications to existing engines.

Though biofuels are not expected to be a commercially viable long-term solution, we believe they are viable transition fuels that can support the decarbonization journey as long-term solutions are tested and scaled.

We are also investing in shore power technology, which with the appropriate port infrastructure would allow us to connect to onshore electrical power grids to supply much of the power needed while docked.

A total of 16 ships in our fleet, or 50%, are currently equipped with shore power technology, and we are targeting approximately 70% of our fleet to be equipped by year-end 2025.

A total of 19 ships in our fleet, or approximately 59%, are currently equipped with shore power technology, and we are targeting approximately 70% of our fleet to be equipped by year-end 2025.

To prepare for a long-term transition towards net zero, we have lengthened and reconfigured the designs for the final two Prima Class ships, expected to be delivered in 2027 and 2028, to accommodate the use of green methanol as a future fuel source.

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We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs.

As a travel company, our success is dependent on the wellbeing and vibrancy of the destinations we visit across the globe.

As a leading global cruise line, our success is dependent on the wellbeing and vibrancy of the destinations we visit across the globe.

We strive to be a great partner to each destination we visit, working together to find sustainable, long-term solutions for the communities, while at the same time allowing our guests to experience all that these incredible destinations have to offer.

We provide regular updates to our stakeholders on our sustainability efforts and promote awareness on important topics through our Sail & Sustain program, our annual ESG report and through various communications regarding important sustainability initiatives across distribution channels including but not limited to press releases, social media and our corporate website.

We provide regular updates to our stakeholders on our sustainability efforts and promote awareness on important topics through our Sail & Sustain program, our annual Sail & Sustain report and through various communications regarding important sustainability initiatives across distribution channels, including, but not limited to, press releases, social media and our corporate website.

We have published disclosures aligned with the Sustainability Accounting Standards Board framework as well as the recommendations outlined in the Taskforce on Climate-related Financial Disclosures framework to provide additional transparency to our stakeholders.

Climate-related risks, greenhouse gas information and details of our climate action strategy are disclosed in our annual ESG report and annual submission to CDP, which can be found on our website.

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

Climate-related risks, greenhouse gas information and details of our climate action strategy are disclosed in our annual Sail & Sustain report and annual submission to CDP (which does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report), which can be found on our website.

For additional information regarding our sustainability initiatives, please visit our website at https://www.nclhltd.com/sustainability.

Highly Experienced Management Team

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Onboard and Other Revenue

All three brands generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverage, shore excursions, gift shop purchases, spa services, Wi-Fi services and other similar items.

Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with third-party concessionaires.

Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and communication services may be managed through contracts with third-party concessionaires.

These contracts generally entitle us to a percentage of the gross sales derived from these concessions.

Norwegian’s ticket prices typically include cruise accommodations, meals in certain dining facilities and many onboard activities such as entertainment, pool-side activities and various sports programs.

Norwegian’s ticket prices typically include meals in certain dining facilities and many onboard activities such as entertainment, pool-side activities and various sports programs.

To maximize onboard revenue, all three brands use various cross-marketing and promotional tools which are supported by point-of-sale systems permitting “cashless” transactions for the sale of these products and services.

Oceania Cruises’ ticket prices may include air transportation and certain other amenities.

Regent’s ticket prices typically include air transportation, unlimited shore excursions, a pre-cruise hotel night stay (for concierge level and above), premium wines and liquors, specialty restaurants, Wi-Fi, valet laundry and gratuities.

Oceania Cruises’ ticket prices include specialty dining, entertainment, Starlink Wi-Fi, laundry, gratuities and certain other amenities.

Regent’s ticket prices typically include onboard amenities such as unlimited complimentary shore excursions, beverages including fine wines and liquors, entertainment, specialty dining, Starlink Wi-Fi, valet laundry, gratuities and more.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year.

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beverage, advertising and marketing and travel advisor services.

Most of the supplies that we require are available from numerous sources at competitive prices.

In addition, due to the large quantities that we purchase, we can obtain favorable prices for many of our supplies.

Most of the supplies that we require are typically available from numerous sources at competitive prices.

In addition, due to the large quantities that we purchase, we typically can obtain favorable prices for many of our supplies.

Our purchases for ship construction expenditures are generally denominated in euros and other purchases are denominated primarily in U.S.

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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.

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

These policies and protocols were 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.

Additional support to the above is provided to crew members with the NCLH Wellness at Sea initiative to create a wellness-conscious work environment on the vessels.

We are committed to providing crew members with guidelines, resources, and activities for educational purposes and to guide them to achieve optimal wellness.

Topics in this initiative address nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness to name a few.

We developed Infectious Disease Management Protocols, which were certified and audited to DNV’s Certification in Infection Prevention, to further enhance 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 NCLH Wellness at Sea initiative is designed to create a wellness-conscious work environment on our ships.

We are committed to providing crew members with guidelines, resources, and activities for educational purposes and to help them achieve optimal wellness.

Topics in this initiative address, among other things, nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness.

Our captains and chief engineers are experienced seafarers.

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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.

In addition, all of our ships employ state-of-the-art navigational equipment and technology to ensure that our bridge teams have accurate data regarding the planned itinerary.

In addition, all of our ships employ state-of-the-art navigational equipment and technology to provide our bridge teams with accurate data regarding the planned itinerary.

Prior to every cruise setting sail, we show a safety video, which runs continuously on the stateroom televisions, and familiarize guests with their muster stations and important safety information.

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

Our SMS is approved and audited regularly by our classification society, Lloyds Register, and it also undergoes regular internal audits as well as periodic inspections by the U.S.

Our SMS is approved and audited regularly by our classification society, and it also undergoes regular internal audits as well as periodic inspections by the U.S.

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

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Trademarks and Trade Names

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names “NORWEGIAN CRUISE LINE” and “FEEL FREE,” the names of our ships (except where trademark applications for these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty accommodations such as “THE HAVEN BY NORWEGIAN.” In addition, we own registered trademarks relating to the “FREESTYLE” family of names, including, “FREESTYLE CRUISING,” “FREESTYLE DINING” and “FREESTYLE VACATION.” We believe that these trademarks are widely recognized throughout North America, Europe and other areas of the world and have considerable value.

Under the Oceania Cruises brand, we own a number of registered trademarks relating to, among other things, the names “OCEANIA CRUISES” and its logo, “REGATTA,” “INSIGNIA,” and “YOUR WORLD.

Under the Regent brand, we own registered trademarks relating to, among other things, the names “SEVEN SEAS CRUISES” and “AN UNRIVALED EXPERIENCE” as well as the names of our ships (except where trademark applications have been filed and are pending).

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names “NORWEGIAN CRUISE LINE” and “FEEL FREE,” the names of our ships (except where trademark applications for these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty accommodations such as “THE HAVEN BY NORWEGIAN.” We believe that these trademarks are widely recognized throughout North America, Europe and other areas of the world and have considerable value.

Under the Oceania Cruises brand, we own rights in a number of trademarks relating to, among other things, the names “OCEANIA CRUISES” and its logo, “FINEST CUISINE AT SEA,” and “YOUR WORLD.

YOUR WAY,” as well as in the names of our ships.

Under the Regent brand, we own registered trademarks relating to, among other things, the names “SEVEN SEAS CRUISES,” “AN UNRIVALED EXPERIENCE,” and “THE MOST INCLUSIVE LUXURY EXPERIENCE” as well as the names of our ships (except where trademark applications have been filed and are pending).

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.

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Department of Labor.

The international, national, state and local laws, regulations, treaties and other

legal requirements applicable to our operations change regularly, depending on the itineraries of our ships and the ports and countries visited.

The international, national, state and local laws, regulations, treaties and other legal requirements applicable to our operations change regularly, depending on the itineraries of our ships and the ports and countries visited.

Our ships are subject to inspection by the port regulatory authorities in the various countries that they visit.

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Lucia or The Bahamas.

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 adequate economic substance in that jurisdiction.

In general terms, adequate economic substance means:

(i) the entity is actually directed and managed in the jurisdiction;

(ii) core income-generating activities relating to the applicable relevant activity are performed in the jurisdiction;

(iii) there are adequate employees in the jurisdiction;

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 adequate economic substance in that jurisdiction and meet the economic substance requirements under such laws.

In general terms, such economic substance requirements mean that:

(i) the entity must be actually directed and managed in the jurisdiction;

(ii) core income-generating activities relating to the applicable relevant activity must be performed in the jurisdiction;

(iii) there are adequate suitably qualified employees in the jurisdiction;

(iv) the entity maintains adequate physical presence in the jurisdiction;

and (v) there is adequate operating expenditure in the jurisdiction.

and (v) there is adequate operating expenditure incurred in the jurisdiction.

We have evaluated the activities of NCLH, NCLC and their subsidiaries and have concluded that in some cases, those activities are “relevant activities” for the purposes of the applicable economic substance laws and that, consequently, certain entities within our organization will be required to demonstrate compliance with these economic substance requirements.

We have in the past and may in the future be subject to increased costs and our management team may be required to devote significant time to satisfying economic substance requirements in certain of these jurisdictions.

If such entities cannot establish compliance with these requirements, we may be liable to pay additional penalties and fines in the applicable jurisdictions and/or required to re-domicile such entities to different jurisdictions.

We are taking steps to meet Bermuda Economic Substance requirements and we expect to meet these requirements in 2024.

If such entities cannot demonstrate compliance with these requirements, we may be liable to pay penalties and fines in the applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions.

We took what we believe were the necessary steps to meet Bermuda’s economic substance requirements during 2024.

Environmental Protection

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Under MARPOL Annex VI Regulation 14, the Mediterranean Sea will become an ECA with new limits on SOx taking effect on May 1, 2025.

Additional ECAs may also be established in the future, with areas around Norway and Japan being considered.

The NOx emissions limit for the Canadian Arctic ECA will apply to newly built ships that are at the beginning stage of construction on or after January 1, 2025.

The NOx emissions limit for the Norwegian Sea ECA will apply to newly built ships for which the building contract was entered into on or after March 1, 2026, or, in the absence of a ship building contract, with keel lay dates on or after September 1, 2026 or delivery dates on or after March 1, 2030.

Additional ECAs may also be established in the future.

Ballast water discharges are governed by the MARPOL Ballast Water Management Convention, which came into force in 2017 (the “Convention”), and which governs the discharge of ballast water from ships.

Ballast water, which is seawater held onboard ships and used for stabilization, may contain a variety of marine species.

The Convention is designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different, or potentially unsuitable environments.

The Convention is designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different,

or potentially unsuitable environments.

Applicable vessels sailing in specific itineraries have also been upgraded with ballast water treatment systems to further prevent the spread of invasive species.

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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 the EPA published a notice of proposed rulemaking in 2020 and a supplemental notice of proposed rulemaking in 2023 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 within 12 nautical miles of the United States.

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.

In 2018, the Vessel Incidental Discharge Act (“VIDA”), which will eventually replace the VGP, was signed into law, and the EPA published a final rule in October 2024 establishing national standards of performance under the VIDA that apply to 20 different types of vessel equipment and systems, as well as general discharge standards that apply to all types of vessel incidental discharges within 12 nautical miles of the United States.

The VGP will continue to govern until the U.S.

Coast Guard publishes implementing regulations for the final VIDA rule, which it must publish by October 2026.

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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OPA 90 requires that in order for us to operate in U.S.

waters, we must have Certificates of Financial Responsibility (“COFR”) from the U.S.

waters, we must have Certificates of Financial Responsibility from the U.S.

Coast Guard for each ship.

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

The European Commission has also implemented regulations aimed at reducing GHG emissions from maritime shipping through a Monitoring, Reporting and Verification (“MRV”) regulation, which requires ships over 5,000 Gross Tons to

monitor and report carbon emissions on all voyages to, from and between E.U.

ports as well as ports in the European Economic Area (“EEA”).

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or EEA and a non-E.U.

The requirements will be phased in from 2024 to 2026.

The requirements are being phased in from 2024 to 2026.

Covered entities are required to procure and surrender allowances equivalent to 40% of their verified carbon emissions from 2024, with the amount increasing to 70% of carbon emissions from 2025 and 100% of GHG emissions from 2026, with allowances to be surrendered by September in the following year.

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Other key components of the regulation include requirements for connecting to onshore power grids in Trans-European Transport Network ports by 2030 as well as targets for the use of renewable fuels of non-biological origin.

The new rules will apply from January 1, 2025, and there are financial penalties for non-compliance.

The new rules began to apply on January 1, 2025, and there are financial penalties for non-compliance.

The IMO implemented a variety of measures to support the targets of the initial 2018 GHG strategy.

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Beginning in 2023, ships are now required to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year thereafter until 2030.

The enforcement mechanism for CII has not yet been defined.

The enforcement mechanism for CII has not yet been defined, but the IMO plans to address this enforcement gap and make other modifications to the CII in 2025.

The EEXI is a one-time 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.

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The IMO also decided to develop a basket of measures to support the revised ambitions consisting of two parts:

a technical element which will be a goal-based marine fuel standard regulating the phased reduction of marine fuel GHG intensity, and an economic element which may be some form of a maritime GHG emissions pricing mechanism.

The IMO will continue to develop these measures and according to the agreed timeline, the measures are expected to be adopted in 2025 and enter into force in around mid-2027.

a technical element which will be a goal-based marine fuel standard regulating the phased reduction of marine fuel GHG intensity, and an economic element which may be

some form of a maritime GHG emissions pricing mechanism.

The IMO will continue to develop these measures and according to the agreed timeline, the measures are expected to be adopted in late 2025 and enter into force in around mid-2027.

Compliance with such laws and regulations has resulted in increased costs to our Company and is expected to entail significant expenses for a combination of:

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however, the total impact cannot be determined as we are evaluating our compliance plans.

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

We refer you to “—Our Business Strategy and Competitive Strengths — Our Commitment to Sustainability” for information related to our sustainability strategy.

Permits for Glacier Bay, Alaska

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We continue to work directly with the CDC Maritime Unit as well as other health regulatory authorities, such as E.U.

Healthy Gateways, to adjust our infectious disease (COVID-19, influenza, noro virus) response protocols.

Healthy Gateways, to adjust our infectious disease (e.g., COVID-19, influenza, and norovirus) response protocols.

Security and Safety

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All our crew undergo regular security and safety training exercises pursuant to international and national maritime regulations.

SOLAS requires that all cruise ships are certified as having safety procedures that comply with the requirements of the International Management Code for the Safe Operation of Ships and for Pollution Prevention (“ISM Code”).

SOLAS requires that all cruise ships are certified as having safety procedures that comply with the requirements of the ISM Code.

All of our ships are certified as to compliance with the ISM Code.

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Amendments to SOLAS required that ships constructed in accordance with pre-1974 SOLAS requirements install automatic sprinkler systems.

IMO adopted an amendment to SOLAS which requires partial bulkheads on stateroom balconies to be of non-combustible construction.

IMO also adopted an amendment to SOLAS which requires partial bulkheads on stateroom balconies to be of non-combustible construction.

The SOLAS regulation implemented Long-Range Identification and Tracking.

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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, 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.”

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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In addition, any dividends paid by our U.S.-flagged operations to NCLC would be considered subject to a dividend withholding tax of 30%.

In 2023, we expect that such income will not be subject to U.S.

branch profits tax nor a U.S.

dividend withholding tax under the U.S.-U.K.

Income Tax Treaty.

Bermuda Income Taxation

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

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

Although the Government of Bermuda has 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 2025 calendar year and beyond.

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

Therefore, NCLH, NCLC and their Bermuda subsidiaries will be subject to the Bermuda corporate income tax with effect from January 1, 2025.

Therefore, NCLH, NCLC and their Bermuda subsidiaries became subject to the Bermuda corporate income tax effective as of January 1, 2025.

The Bermuda Act provides for an international shipping income exclusion.

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

NCLH expects it will meet the necessary requirements to qualify for the international shipping income exclusion during 2024.

NCLH believes it met the necessary requirements to qualify for the international shipping income exclusion during 2024.

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

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

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

These tax loss carryforwards can be carried forward indefinitely.

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

Income Taxation

NCLH and NCLC migrated their tax residency from the United Kingdom to Bermuda on December 31, 2023.

Therefore, NCLH and NCLC were subject to normal U.K.

corporation tax through December 31, 2023.

Some of our subsidiaries which are incorporated in the U.K.

are subject to normal U.K.

corporation tax.

Certain State, Local and Non-U.S.

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federal income tax under Section 883 and subject all or a portion of our shipping income to taxation in the U.S.

Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law including exemption of branch profits and dividend withholding taxes under the U.S.-U.K.

Income Tax Treaty on income derived in respect of our U.S.-flagged operation.

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 starting January 1, 2024 or later, which could have a negative effect on our business, financial condition and results of operations.

As a result of these developments in global tax reform, during the fourth quarter of 2023, the Company realigned its organizational structure in Bermuda due to the inclusion of the international shipping income exclusion in the Bermuda Act, which we believe provides an ability for the Company to exempt a significant amount of its income.

Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law.

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 that was effective January 1, 2024 or later, which could have a negative effect on our business, financial condition and results of operations.

We expect global tax reform will continue to evolve over the coming years, and we will continue to monitor any new developments and assess impacts to the Company.

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We believe this commitment to empower people allows us to attract and retain top talent, while simultaneously providing robust career development opportunities that ultimately result in significant value to our Company.

Reflecting this commitment, Norwegian Cruise Line Holdings Ltd.

was recognized by Forbes with inclusion on its 2023 list of World’s Best Employers and by Newsweek with inclusion on its 2024 list of America’s Greatest Workplaces for Diversity.

In 2023, the company reinforced our commitment to culture by redefining our culture value anchors of Collaboration, Innovation, Transparency and Passion.

We have prioritized developing and expanding the culture framework throughout the organization for 2024.

We believe our culture and commitment to our team members attract and retain top talent, while simultaneously providing robust career development opportunities that ultimately results in significant value to our Company and its shareholders.

In 2024, the Company announced our Charting the Course strategy, setting People Excellence as the first strategic pillar furthering our commitment to fostering a culture based on our value anchors of Collaboration, Innovation, Transparency and Passion while supporting our team members to reach their full potential.

We believe this commitment ultimately results in significant value to our Company and its shareholders.

As of December 31, 2024, we employed approximately 5,200 full-time employees worldwide in our shoreside operations and approximately 36,500 shipboard employees.

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

Diverse and Inclusive Culture

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

This commitment is also demonstrated by our Board of Directors, which is 50% diverse with three female directors and one director from an under-represented minority community.

Our Company operates globally, with team members representing over 110 countries.

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

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

We have established shoreside employee resource

groups, such as the Veterans Task Force, Elevate (Women in Leadership) and Embrace (Diversity in Leadership), to support our team members and to serve as a feedback channel for employees.

In 2023, following listening sessions with team members, NCLH PRIDE was established as a new resource group for our LGBTQ+ community and its allies.

As of December 31, 2023, the composition of our workforce was as follows:

Gender diversity (1)

All shoreside team members

Shoreside Managers/above

All shipboard team members

3-stripe/above (equivalent to Manager level)

Ethnic diversity (2)

All shoreside team members in the U.S.

who have self-identified

Shoreside Managers/above in the U.S.

who have self-identified

(1) While we present male and female, we acknowledge this is not fully encompassing of all gender identities.

(2) Under-represented minority (“URM”) is used to describe diverse populations, including Native American, Asian, Black, Hispanic/Latino and Native Hawaiian team members in the U.S.

We do not generally track ethnicity/race for our shipboard team members as the majority are URMs from a U.S.

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining top talent and incentivizing existing and future team members.

Critical to our success is identifying, recruiting and retaining top talent and incentivizing existing and future team members.

We attract and retain talented team members by offering competitive compensation and benefits.

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We maintain a long-term incentive plan for our manager-level team members and above that allows us to provide share-based compensation to enhance our pay-for-performance culture and to support our attraction, retention and motivational goals.

We have established an $18 per hour minimum wage for our non-commission U.S.

based shoreside employees.

We have established an $18 per hour minimum wage for our non-commission U.S.-based shoreside employees.

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.

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We offer a 401(k) retirement savings plan and education assistance benefits.

In 2023, we announced our reinstatement of 401(k) company matching and the student loan repayment program for 2024.

In 2024, following feedback from employees, we announced the increase of our 401(k) company match cap for 2025.

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

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Family planning assistance for fertility/surrogacy services and adoption support are also offered.

In 2023, a new parent mentor group was established to offer further support to working parents returning to the workforce.

In May 2023, we introduced a new team member Norwegian Cruise Line cruise benefit to our full time shoreside team members which offers 95% off one cruise per year, along with substantial discounts for additional cruises.

In 2024, As a result of productive focus groups and listening sessions that took place with workplace parents, enhancements to NCLH’s Family Care Benefits, particularly the maternity program, were reviewed and approved for implementation in 2024.

A maternity return to work transition program was established to provide a smooth transition to the office following the medical leave.

We also introduced a new free women’s menopause support benefit to our team members.

In 2024, we opened a new onsite clinic at our corporate headquarters to make healthcare more accessible and convenient for our team members, offering a range of services from physical exams, immunizations, basic diagnostic testing, and low-cost prescription medication.

The Company continues to offer a robust team member Norwegian cruise benefit to our full time shoreside team members which offers 95% off one cruise per year, along with substantial discounts for additional cruises.

Our cruise benefit programs were further enhanced for team member’s friends and family across our brands.

In 2023, the NCLH Wellness at Sea initiative was introduced to shipboard team members to create a wellness-conscious work environment on the vessels.

We continue to offer the NCLH Wellness at Sea program to all shipboard team members, creating a wellness-conscious work environment on the vessels.

We are committed to providing crew members with guidelines, resources, and activities for educational purposes and to guide them to achieve optimal wellness.

Topics in this initiative address nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness to name a few.

Topics in this initiative address, for example, nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness.

Training and Development

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We have had successful rates of promotion and retention of Rising Stars graduates.

In 2024, we enhanced our learning and development program, by offering all shoreside team members access to premiere online learning for a wide range of personal development courses at their own pace.

We also launched our new NCLH Executive Academy for our shoreside officers, supporting our Charting the Course strategy and development of key leadership attributes identified in our talent review process.

The cohort learning program is delivered in six modules by experienced university faculty.

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.

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For the full year of 2024, the Company experienced its highest shoreside voluntary retention rate as compared to the prior four years.

With the launch of new vessels across all three brands, team members were provided opportunities to sail aboard our new ships throughout the inaugural seasons to experience and familiarize themselves with the product delivered to our guests.

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.

In 2023, the Award of Excellence winners were celebrated by the NCLH President & CEO and senior leadership team onboard Regent Seven Seas Grandeur.

In 2024, the Award of Excellence winners were celebrated by the NCLH President & CEO and senior leadership team onboard Regent Seven Seas Mariner.

We have also continued the Kloster Visionary Award which honors the Company’s founder, Knut Kloster, by recognizing a shipboard or shoreside team member whose spirit of innovation follows in the footsteps of this visionary.

In 2024, we also recognized the first Kloster Visionary Team, which recognizes exceptional innovative teamwork.

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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We also own and operate a cruise destination in Belize, Harvest Caye, which we introduced in November 2016.

developed, in conjunction with Port Miami, a new terminal, which is our primary facility at the port.

We have developed, in conjunction with Port Miami, a new terminal, which is our primary facility at the port.

In addition, we have entered into various agreements relating to port or berthing rights for our ships, which include the following:

● an agreement with the Government of Bermuda whereby we are permitted weekly calls in Bermuda through 2028 from Boston and New York.

● contracts with the Port of New Orleans, Port Miami, Port Canaveral, New York City Economic Development Corporation (Manhattan Cruise Terminal), A.J.

Juneau Dock, Ogden Point Cruise Ship Terminal in Victoria, BC, Port of Southampton, ITM, and various Hawaiian ports pursuant to which we receive preferential berths to the exclusion of other vessels for certain specified days of the week at the terminals.

● an agreement with the Government of Bermuda whereby we are permitted weekly calls in Bermuda through 2037 from east coast ports in the United States of America.

● contracts with the Port of New Orleans, Port Canaveral, New York City Economic Development Corporation (Manhattan Cruise Terminal), A.J.

Juneau Dock, Ogden Point Cruise Ship Terminal in Victoria, British Columbia, Port of Southampton, ITM, and various Hawaiian ports pursuant to which we receive preferential berths to the exclusion of other vessels for certain specified days of the week at the terminals.

● a concession permit with the U.S.

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● an agreement with the West Indian Company Limited granting priority berthing rights in St.

Thomas for a 10-year term through September 2026 with an option to extend the agreement for an additional five years.

Thomas for a 10-year term through September 2026.

● an agreement with the Port of Seattle for a 15-year lease through October 2030 with an option to extend the agreement for an additional five years.

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The pier has been built to simultaneously accommodate two of Norwegian Cruise Line’s 4,000 passenger Breakaway Plus Class Ships.

● an agreement with the Jacksonville Port Authority granting berthing rights in Jacksonville, Florida for a 4-year term through September 2028.

● an agreement with Glacier Creek Development, LLC for construction and operation of a cruise terminal and related berthing facilities in Whittier, Alaska, expected to be operational for the 2025 season.

● An agreement with AAK’W Landing LLC for the development of berthing facilities in Juneau Alaska, expected to be operational in 2026 or 2027.

● an agreement with the Board of Trustees of the Galveston Wharves for the development of a cruise terminal in Galveston, Texas to be operational in 2025.

● an agreement with AAK’W Landing LLC for the development of berthing facilities in Juneau Alaska, expected to be operational in 2027.

● an amended agreement with PortMiami, which among other benefits, extends our daily preferential berthing rights to Terminals B and C until 2058 with two five-year extensions at our discretion;

transfers parking operations, management and revenue collection of the existing Garage B to the Company;

and affords NCLH the development and operating rights to a new parking facility until 2058 with two five-year extensions at our discretion.

Available Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC.

Our SEC filings are available to the public at the SEC’s website at http://www.sec.gov .

The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We also maintain an Internet site at https://www.nclhltd.com .

We will, as soon as reasonably practicable after we electronically file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports, if applicable, make available such reports free of charge on our website.

We will, as soon as reasonably practicable after we electronically file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-

K, proxy statements and amendments to those reports, if applicable, make available such reports free of charge on our website.

Our website also contains other items of interest to our investors, including, but not limited to, investor events, press and earnings releases and sustainability initiatives.

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President, Norwegian brand

Andrea DeMarco

President, Regent brand

President, Oceania Cruises brand

Chief Luxury Officer, Oceania Cruises and Regent brands

Patrik Dahlgren

Executive Vice President, Vessel Operations

Executive Vice President, General Counsel, Chief Development Officer and Assistant Secretary

Executive Vice President, Chief Vessel Operations and Newbuild Officer

Executive Vice President, General Counsel, Chief Development Officer and Secretary

Senior Vice President and Chief Accounting Officer

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There are no family relationships between or among any directors and executive officers.

Harry Sommer has served as President and Chief Executive Officer and a director of the Company since July 2023 and as President and Chief Executive Officer – Elect of the Company from April 2023 through June 2023.

Harry Sommer has served as President and Chief Executive Officer and a director of the Company since July 2023 and as President and Chief Executive Officer – Elect from April 2023 through June 2023.

Prior to that, he served as President and Chief Executive Officer, Norwegian Cruise Line, from January 2020 through March 2023 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.

Sommer previously served as Senior Vice President and Chief Marketing Officer of PCI from October 2013 until February 2015, Senior Vice President, Finance, and Chief Information Officer of PCI from September 2011 until October 2013 and Senior Vice President, Accounting, Chief Accounting Officer and Controller of PCI from August 2009 until August 2011.

Prior to joining PCI, Mr.

Sommer was the co-founder and President of Luxury Cruise Center, a high-end travel agency from 2002 to 2008.

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Prior to that, he served as Interim Chief Financial Officer from March 2018 to August 2018 and as NCLH’s Senior Vice President, Finance, from November 2014 to August 2018.

From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning, and was an instrumental figure in the completion of NCLH’s IPO in 2013 and the Acquisition of Prestige in 2014.

From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning, and was an instrumental figure in the completion of NCLH’s IPO in 2013 and the acquisition of PCI in 2014.

From January 2007 to August 2008, he served as Director, Corporate and Capital Planning.

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Prior to that, he served as the Chief Consumer Sales and Marketing Officer for Norwegian Cruise Line from October 2021 to March 2023.

Prior to that, he served as Senior Vice President, Consumer Research for Norwegian Cruise Line from May 2020 to October 2021, Senior Vice President, Brand Finance and Strategy for Norwegian Cruise Line from August 2018 to October 2021, Senior Vice President, Strategy and Corporate Development from February 2018 through July 2018, President of NCLH China, from November 2015 to February 2018 and Senior Vice President, Strategy and Business Development from May 2015 to November 2015.

Prior to the acquisition of Prestige, Mr.

Herrera served as a Senior Advisor to the Chief Executive Officer of Prestige from 2012 through 2014.

Prior to that, he was the founder and managing partner of Eastside Financial Group, a private investment firm, where he invested in and advised private companies, a Vice President at Sanford C.

Bernstein, where he advised high net worth families and endowments on financial matters, Vice President of Marketing, Finance and Reinsurance for Markel Corporation, and an investment banker at Goldman, Sachs

Prior to that, he served as Senior Vice President, Consumer Research for Norwegian Cruise Line from May 2020 to October 2021, Senior Vice President, Brand Finance and Strategy from August 2018 to October 2021, Senior Vice President, Strategy and Corporate Development from February 2018 through July 2018, President of NCLH China, from November 2015 to February 2018 and Senior Vice President, Strategy and Business Development from May 2015 to November 2015.

Prior to the acquisition of PCI, Mr.

Herrera served as a Senior Advisor to the Chief Executive Officer of PCI from 2012 through 2014.

Prior to that, he was the founder and managing partner of Eastside Financial Group, a private investment

firm, where he invested in and advised private companies, a Vice President at Sanford C.

in the Financial Institutions Group.

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from the Tuck School of Business at Dartmouth College.

Andrea DeMarco has served as the President of the Regent brand since January 2023 and has strong knowledge of the cruise industry with over 20 years of diverse experience spanning multiple areas of the business.

She served as Chief Sales and Marketing Officer for Regent Seven Seas Cruises from September 2021 until January 2023 and as Senior Vice President of Investor Relations, Corporate Communications and Environmental, Social and Governance from January 2020 until August 2021.

Prior to that, she served as Vice President, Investor Relations and Corporate Communications from October 2016 through December 2019, Senior Director, Investor Relations from June 2015 through October 2016 and Director, Investor Relations from November 2012 through June 2015.

Prior to joining the Company, she worked in charter sales and corporate financial planning roles at Royal Caribbean Group.

DeMarco has an M.B.A.

in Finance from Florida International University and a B.S.

in Finance from Florida State University.

Del Rio has served as the President of the Oceania Cruises brand since January 2023 and is an industry veteran, having started his career in the cruise industry in 2003.

He served as Chief Sales and Marketing Officer for Oceania Cruises from March 2022 until January 2023 and as Senior Vice President, Port Destinations and Onboard Revenue from March 2015 through April 2017.

From 2018 until March 2022, Mr.

Del Rio pursued entrepreneurial opportunities in the private equity, finance, and tech spaces, where he was involved across a wide spectrum of products and industries, including AI, telecommunications and 5G network solutions, medical, and real estate development, including serving as Chief Executive Officer of Divinus Life LLC, a specialty provider of skin and wellness products, from 2018 through 2020.

Prior to the Company’s Acquisition of Prestige, Mr.

Del Rio served as Senior Vice President, Port and Destination Services at Prestige from 2008 until March 2015 and as Vice President, Destination Services and Product Development at Prestige from 2003 to 2008.

Del Rio has a B.S./B.A.

in Finance and Economics from the University of Florida.

Patrik Dahlgren has served as the Executive Vice President, Vessel Operations for NCLH since June 2023.

Montague has served as the Chief Luxury Officer of NCLH, overseeing the Oceania Cruises and Regent brands, since February 17, 2025.

He has been a Special Advisor to the Company since January 1, 2023.

He previously served as President and Chief Executive Officer of the Regent brand from September 2016 through December 2022.

In this role, he was responsible for financial and day-to-day operations of the Regent brand.

Previously, he served as President and Chief Operating Officer for the Oceania Cruises and Regent brands from December 2014 until September 2016, where he successfully oversaw the launch of Sirena for the Oceania Cruises brand and the Seven Seas Explorer for the Regent brand.

Prior to that, he served as Executive Vice President and Chief Integration Officer for NCLH during the acquisition of PCI.

Before the acquisition by NCLH, he served as Chief Financial Officer and Executive Vice President for PCI, from September 2010 until November 2014.

During his 12-year tenure at PCI, 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.

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

Prior to joining Oceania Cruises, Mr.

Montague operated a successful consulting practice focused on strategic planning and development of small to medium-sized companies.

Previously, he held the position of Vice President, Finance for Alton Entertainment Corporation, a brand equity marketer that was majority owned by the Interpublic Group of Companies.

Montague holds a B.B.A.

in Accounting from the University of Miami.

Patrik Dahlgren has served as the Executive Vice President, Chief Vessel Operations and Newbuild Officer for NCLH since August 2024 and as Executive Vice President, Vessel Operations since June 2023.

Prior to that, he held the following positions at Royal Caribbean Group:

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Farkas has served as Executive Vice President and General Counsel of NCLH since January 2019 and became Chief Development Officer of NCLH in April 2023.

He has also served as Assistant Secretary of the Company since 2013.

Farkas joined the Company in January 2004, he has held the positions of Secretary from 2010 to 2013, Senior Vice President and General Counsel from 2008 through 2018, Vice President and Assistant General Counsel from 2005 to 2008, and Assistant General Counsel from 2004 to 2005 and was instrumental in the Company’s IPO and the Acquisition of Prestige.

He has served as Secretary for the Company since March 2024 and as Assistant Secretary of the Company from 2013 until March 2024.

Farkas was formerly a partner in the Miami offices of the law firm Mase and Gassenheimer specializing in maritime litigation.

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Ashby has served as Senior Vice President and Chief Accounting Officer of NCLH since February 2016.

She joined NCLH as Controller in November 2014 after the Acquisition of Prestige and served in that position until February 2016.

She joined NCLH as Controller in November 2014 after the acquisition of PCI and served in that position until February 2016.

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 PCI, where she managed and developed the Accounting and External Financial Reporting teams.

From March 2010 to December 2011, Ms.

Ashby held the position of Senior Director of Financial Reporting with Prestige, where she started the Financial Reporting Department and was responsible for the preparation of annual financial statements, coordination of external audits and researching technical accounting issues.

Before joining Prestige, Ms.

Ashby held the position of Senior Director of Financial Reporting with PCI, where she started the Financial Reporting Department and was responsible for the preparation of annual financial statements, coordination of external audits and researching technical accounting issues.

Before joining PCI, Ms.

Ashby was a Senior Manager at the international public accounting firm of Deloitte.

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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