2020 NCLH Annual Report

2020 annual report

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. With a combined fleet of 28 ships with approximately 59,150 berths, these brands offer itineraries to more than 490 destinations worldwide. The Company has nine additional ships on order for its three award-winning brands.

As the innovator in global cruise travel, Norwegian Cruise Line has been breaking the boundaries of traditional cruising for 54 years. Most notably, the cruise line revolutionized the industry by offering guests the freedom and flexibility to design their ideal vacation on their preferred schedule with no assigned dining and entertainment times and no formal dress codes. Today, its fleet of 17 contemporary ships sail to over 300 of the world’s most desirable destinations, including Great Stirrup Cay, the company’s private island in the Bahamas and its resort destination Harvest Caye in Belize.

NORWEGIAN CRUISE LINE

On the heels of another record-breaking year for our Company in 2019, the foundation was set for 2020 to be a year full of exciting milestones and continued success. We entered the year in the strongest booked position ever and kicked it off with the successful debut and christening of the 28th ship in our fleet, Regent’s Seven Seas Splendor™, the ship that lived up to its promise of “luxury perfected.” Shortly thereafter, however, the COVID-19 global pandemic began to rapidly spread around the globe. 2020 quickly transformed from a year of almost certain promise and high expectations into the most challenging year our Company and the cruise industry ever experienced.

DEAR FELLOW SHAREHOLDERS:

Seven Seas Splendor™

The COVID-19 global pandemic has had an unprecedented impact on our Company and industry as well as the broader leisure and hospitality ecosystem, eclipsing that of 9/11, the Great Recession and any other stress test scenario that we have ever modeled. Our Company’s initial response to the pandemic centered on addressing the significant operational challenges we faced and the swift execution of a financial action plan.

NAVIGATING UNCHARTED WATERS

COVID-19 Financial Action Plan

Reduce operating expenses

We are committed to driving a positive impact on society and the environment through the advancement of our global Environmental, Social and Governance (ESG) strategy. In 2019, we established the Technology, Environmental, Safety and Security (TESS) Committee of our Board of Directors. The TESS Committee oversees matters related to corporate social responsibility and sustainability. The committee is chaired by Mary E. Landry, a former rear admiral of the U.S. Coast Guard, who has developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government.

ON THE PATH TO RECOVERY

Frank Del Rio

President and Chief Executive Officer Norwegian Cruise Line Holdings Ltd.

SHAREHOLDER INFORMATION

CORPORATE OFFICE Norwegian Cruise Line Holdings Ltd. 7665 Corporate Center Drive Miami, Florida 33126 USA (305) 436-4000 www.nclhltd.com

INDEPENDENT PRINCIPAL AUDITOR PricewaterhouseCoopers LLP 333 SE 2nd Avenue Suite 3000 Miami, Florida 33131

TRANSFER AGENT & REGISTRAR American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 www.astfinancial.com

INVESTOR INQUIRIES To access or obtain financial reports, please visit our Investor Relations website at www.nclhltdinvestor.com, write to our Investor Relations Department at our corporate office or at investorrelations@nclcorp.com or call (305) 468-2339.

STOCK EXCHANGE INFORMATION New York Stock Exchange Symbol: NCLH

ANNUAL MEETING The annual meeting of shareholders will take place on Thursday, May 20, 2021, at 9:00 a.m. Eastern Time at PULLMAN HOTEL, 5800 Blue Lagoon Drive, Miami, Florida 33126.

RUSSELL W. GALBUT Chairman of the Board Managing Principal, Crescent Heights

BOARD OF DIRECTORS

Norwegian Cruise Line HOLDINGS LTD.

EXECUTIVE TEAM

Norwegian Cruise Line HOLDINGS LTD.

FRANK J. DEL RIO President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

FAYE L. ASHBY Senior Vice President and Chief Accounting Officer

MARK A. KEMPA Executive Vice President and Chief Financial Officer

ROBIN LINDSAY Executive Vice President, Vessel Operations

DANIEL S. FARKAS Executive Vice President, General Counsel and Assistant Secretary

HARRY SOMMER President and Chief Executive Officer

Norwegian Cruise Line

Oceania Cruises

Regent Seven Seas Cruises

ROBERT J. BINDER President and Chief Executive Officer

JASON MONTAGUE President and Chief Executive Officer

Vice Chairman, Oceania Cruises and Regent Seven Seas Cruises

FLEET

Norwegian Cruise Line

FLEET

Regent Seven Seas Cruises

FLEET

OCEANIA Cruises

FLEET

Oceania Cruises is the world’s leading culinary- and destination-focused cruise line. The line’s six small, luxurious ships carry only 684 or 1,250 guests featuring the finest cuisine at sea and destination-rich itineraries that span the globe. Expertly curated travel experiences aboard the designer-inspired, small ships call on more than 450 marquee and boutique ports across Europe, Alaska, Asia, Africa, Australia, New Zealand, New England-Canada, Bermuda, the Caribbean, the Panama Canal, Tahiti and the South Pacific in addition to the epic 180-day Around the World Voyages. The brand has two 1,200-guest Allura-class ships on order.

OCEANIA CRUISES

Regent Seven Seas Cruises offers an unrivaled experience to luxury travelers, visiting more than 450 iconic and immersive destinations around the world. The cruise line’s modern fleet recently expanded with Seven Seas Splendor™ in 2020 as the fleet’s fifth ship and has an additional ship on order. All luxuries are included in Regent Seven Seas Cruises voyages, such as all-suite accommodations, round-trip business-class air on intercontinental flights from the U.S. and Canada, the largest collection of unlimited shore excursions, unlimited internet access, highly personalized service, exquisite cuisine, fine wines and spirits, gratuities and ground transfers.

REGENT SEVEN SEAS CRUISES

Christie Brinkley, Godmother, Seven Seas Splendor

Captain Serena Melani

FRANK J. DEL RIO President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

DAVID M. ABRAMS Chief Investment Officer, Harris Blitzer Sports and Entertainment

ADAM M. ARON Chief Executive Officer and President, AMC Entertainment Holdings, Inc.

JOHN W. CHIDSEY Chief Executive Officer, Subway Restaurants

STELLA DAVID Former Chief Executive Officer, William Grant & Sons Limited

MARY E. LANDRY Rear Admiral, U.S. Coast Guard, Retired

CHAD A. LEAT Former Vice Chairman of Global Banking, Citigroup Inc.

PAMELA THOMAS-GRAHAM Founder and Chief Executive Officer, Dandelion Chandelier, LLC

To provide exceptional vacation experiences, delivered by passionate team members committed to world-class hospitality and innovation

MISSION

To be the vacation of choice for everyone around the world

VISION

Flawless Execution Dedication to Family and Community Spirit of Entrepreneurship Financial Excellence and Environmental Stewardship

VALUES

NORWEGIAN CRUISE LINE HOLDINGS LTD. | 7665 CORPORATE CENTER DRIVE | MIAMI, FL 33126

Top of page NCLH Overview Dear Fellow Shareholders Navigating Uncharted Waters Roadmap To Relaunch Health And Safety Is Our Top Priority Commitment To ESG Initiatives Newbuilds Poised For Success Investing In The Future Remembering Knut Kloster On The Path To Recovery Shareholder Information Executive Team Board of Directors Fleet Public Health & Medical Team Spotlight

Norwegian Encore

Marina, Monte Carlo, Monaco

Seven Seas Explorer®, Sorrento, Italy

Looking ahead to 2021, we are focused on executing on our roadmap to relaunch while navigating through the still challenging public health environment. Once we are allowed to resume operations, we expect a gradual phased ramp-up with new and enhanced health and safety protocols in place to protect our guests, crew and the communities we visit.

1 Statements in this letter regarding, among other things, the implementation of and effectiveness of our health and safety protocols, our ESG goals and strategies, our future investments and our relaunch and recovery plan are forward-looking. See “Cautionary Statement Concerning Forward-Looking Statements” in this Annual Report regarding the risks related to these statements.

Early in the crisis, we proactively canceled or modified voyages in Asia, adapted our embarkation and sanitation protocols worldwide and introduced new, flexible cruise cancellation policies. Our most decisive action came on March 13th, when we were the first cruise operator to announce a voluntary temporary suspension of voyages across all of its brands prior to the issuance of the U.S. Centers for Disease Control and Prevention’s ("CDC") No Sail Order. We immediately debarked all guests at the earliest available port, completing this process within two weeks. Over the next few months, we transitioned all our vessels to reduced manning status, allowing us to quickly lower our cash burn rate while keeping our vessels in class and ready to reenter service on short notice. We also repatriated over 24,000 crew members to their homes in over 120 countries around the globe, transporting them by both air and sea.

We simultaneously began the swift execution of a financial action plan to position the Company to weather this crisis. The four key areas of focus in our action plan included:

We implemented various initiatives to significantly reduce costs during the voyage suspension period. We also partnered with export credit agencies, lenders and shipyards to secure deferrals of our debt amortization and newbuild-related payments, providing additional financial flexibility and improving our debt maturity profile.

Reduce capital expenditures

Improve debt maturity profile

Secure additional capital

Ships laid-up at Great Stirrup Cay, Bahamas

We developed a Roadmap to Relaunch to prepare for the eventual resumption of cruising in the U.S. The first step of this process was to develop new and enhanced health and safety protocols in response to COVID-19, guided by our expert advisors, including the Healthy Sail Panel. We continue to work closely with the U.S. CDC to comply with requirements of the CDC’s Framework for Conditional Sailing Order for sailings out of U.S. ports as well as various other global government and public health agencies.

ROADMAP TO RELAUNCH

1. Develop Enhanced Health and Safety Protocols

2. Address Global Port Availability and Travel Restrictions

3. Activate Sales and Marketing Machine and Stimulate Demand

4. Initiate Gradual Phased Relaunch

With the public health environment continuing to be in flux, we are also constantly monitoring global port availability and international travel restrictions. Upon a return to service, we expect to resume operations in a gradual and phased manner. Prior to a relaunch, we will resume our successful go-to-market sales and marketing efforts to stimulate demand with a continued focus on our market-to-fill strategy.

HEALTH AND SAFETY IS OUR TOP PRIORITY

We are expanding our existing robust commitment to health and safety with new and enhanced protocols to create multiple layers of protection against COVID-19. Our science-backed plan for a safer and healthier return to cruising is being developed in conjunction with a diverse group of globally recognized experts and will be continuously improved and refined using the best available science and technology.

Our protocols will span the entire cruise journey, starting from the time of booking and continuing post cruise and will be guided by the robust set of 74 recommendations from the Healthy Sail Panel (“HSP"), a team of 11 globally recognized experts assembled in collaboration with Royal Caribbean Group to inform the industry on a safer and healthier resumption of cruising.

Healthy Sail Panel

The HSP is chaired by Governor Mike Leavitt, former U.S. Secretary of Health and Human Services, and Dr. Scott Gottlieb, former commissioner of the U.S. Food and Drug Administration, and its panel members are globally recognized experts from various disciplines, including public health, infectious disease, biosecurity, hospitality and maritime operations.

Scott Gottlieb, M.D

Governor Mike Leavitt

Helene Gayle, M.D., M.P.H.

Julie Gerberding, M.D., M.P.H.

Stephen Ostroff, M.D.

William Rutala, Ph.D., M.S., M.P.H.

Kate Walsh, Ph.D.

Michael Osterholm, M.D., Ph.D.

Steven Hinrichs, M.D.

Robin Lindsay

Patrik Dahlgren

COMMITMENT TO ESG INITIATIVES

In 2020, Norwegian Cruise Line became the first major global cruise company to become plastic water bottle free through its partnership with JUST®Goods, Inc. Our strong focus on reducing single-use plastics is expected to result in the elimination of over 11 million single-use plastic bottles and 50 million plastic straws annually across our entire fleet and two island destinations. We participated in several initiatives to support the destinations we visit around the world. After the devasting impact of Hurricane Iota, we provided nearly $275,000 of in-kind donations including 32,000 responsibly packaged, plant-based carton bottles of water jointly with Just Water and nearly 262,000 pounds of non-perishable and canned goods to support two community organizations and assist ongoing relief efforts in the Archipelago of San Andrés in Colombia.

We are committed to driving a positive impact on society and the environment through the advancement of our global Environmental, Social and Governance (ESG) strategy. We continue to expand our global sustainability program, Sail & Sustain, which remains a core focus in our everyday operations and has now been integrated in the Company’s culture. In early 2020, we established a dedicated ESG department to further enhance the overall ESG strategy, strengthen disclosures and coordinate closely with departments across the organization including Health, Medical, Safety and Environmental Operations, Human Resources, Supply Chain and Legal. This new department is also responsible for all updates to the Board of Directors including the Technology, Environmental, Safety and Security (“TESS”) Committee.

We were also proud to partner with Royal Caribbean Group and SSA Marine to grant a dollar-for-dollar matching donation of $100,000 to help save the Alaska SeaLife Center. The SeaLife Center was uniquely impacted by the COVID-19 pandemic due to a lack of summer visitor revenues and the donation provided much-needed support to help maintain operations through the winter. Elsewhere in Alaska, we donated $30,000 to support the Arts Campus of the Sealaska Heritage Institute in Juneau. Early in 2020, we also donated 250,000 Australian dollars to the Australian Red Cross Disaster Relief and Recovery Fund to support emergency relief efforts for communities affected by the unprecedented bushfires in the region.

We remain committed to maintaining our culture of diversity, equality and inclusion in the workplace. Since 2017, we have partnered with the Florida Diversity Council, joining like-minded organizations to find ways to promote and expand diversity and equality in the workplace. We continue to reach out to diversity organizations on college campuses to present our hiring managers with a diverse slate of candidates. We have also recently launched diversity, equity and inclusion online training, including unconscious bias training, as one of our essential steps to increase awareness and to foster a workplace that is aligned with our core values of Family and Community.

NEWBUILDS POISED FOR SUCCESS

PARTNERSHIPS

In early 2020, we introduced the highly anticipated Seven Seas Splendor,™ the second Explorer-class ship, to the Regent Seven Seas Cruises fleet. At 750 berths, the all-suite, all-balcony ship embodies and perfects the elegance, style and luxury that have made sister-ship Seven Seas Explorer® renowned as the most luxurious ship ever built. The ship was christened in February with Christie Brinkley, a universally beloved beauty and fashion icon, serving as the ship’s Godmother. The ship was helmed by Captain Serena Melani, a 30-year veteran and the first woman in cruise industry history to captain a new ocean cruise ship at launch.

Looking to the future, the Company has a disciplined growth profile of vessels on order for all three of our brands. The next new vessel scheduled for delivery is the first Project Leonardo ship, which we currently expect in mid-2022. The six-ship Project Leonardo fleet, ranging from 3,300 to 3,550 berths, is the next generation of ships for Norwegian Cruise Line.

Project Leonardo

INVESTING IN THE FUTURE

The Company also continues to strategically build our presence in Alaska, a fast-growing and very profitable destination-centric region that has historically garnered among the highest yields in the industry. Recent investments in Alaska include an agreement to allow for construction of a double ship pier in Ward Cove, Ketchikan, Alaska, the purchase of the last waterfront parcel for development in greater Juneau, Alaska, and a partnership with Alaska Native-owned Huna Totem Corporation to develop a second cruise pier in Icy Strait Point. The natural beauty of Alaska makes it one of the most popular destinations to visit, and our investments in the region will enable us to provide our guests with a best-in-class experience as they explore the wonders of The Last Frontier.

2020 marked the passing of one of our Company’s founders, Knut Kloster, at the age of 91. Born in Oslo, Norway, in 1929, Knut was a pioneer in the industry, and his influence on the Company and the industry is profound. Starting in 1966, he tapped into America’s growing demand for international travel by offering round-trip cruises from the then-nascent Port of Miami on the 550-passenger M/S Sunward, in the process creating the modern cruise industry we know today. His innovations continued, developing the industry’s first private island in Great Stirrup Cay and launching the industry’s first mega-ship in the Caribbean with the SS Norway. His passion went beyond cruising with contributions to social, cultural, humanitarian and environmental causes worldwide.

REMEMBERING KNUT KLOSTER (1929-2020)

In his honor, the Company has dedicated the main hall of our new terminal at PortMiami as Kloster Hall in his memory. The Company has also introduced an annual team member recognition award, the Knut Kloster Team Member Award for Innovation, in memory of his humanitarian, environmentalist and innovative spirit. It is with great pride and a tremendous sense of responsibility that we carry on with the vision he created many years ago.

Thank you for your continued support,

Although COVID-19 paused progress on many of our investments, longer term we expect to focus on enhancing and elevating the guest experience through enriched destination experiences, meaningful ship enhancements, infrastructure development and technology innovations. In fall 2020, we completed the new state-of-the-art Norwegian Cruise Line flagship terminal at PortMiami, dubbed the “Pearl” of Miami. The terminal was constructed to LEED Gold standards and designed with environmental and energy efficiency at the forefront of the process. The terminal has already won numerous awards including the 2020 IIDA SFC Bragg Award for “Best Hospitality Commissioned” interior.

I am confident that our highly experienced management team and our well-credentialed and supportive Board of Directors are well-prepared to adapt and innovate to overcome the challenges of this pandemic, execute on our return to service plan and focus on a path to longer-term recovery. We recognize the continued fluidity of the COVID-19 pandemic and expect additional headwinds on our path to recovery, but our Company, as well as our industry, has demonstrated resilience by overcoming several exogenous headwinds over the past 50-plus years we have been in operation. We have been humbled and encouraged by the continued desire for future cruise vacations on our cruise lines, particularly from our loyal past guests, even during the worst of this crisis.

Regent Seven Seas Cruises also has a third 750-berth Explorer-class ship scheduled for delivery in late 2023, building on the spectacular success of sister-ships Seven Seas Explorer® and Seven Seas Splendor.™

Oceania Cruises has two 1,200 guest Allura-class ships scheduled for delivery in 2023 and 2025, marking the first newbuild additions to the brand in more than a decade. This new class of ship will deliver the brand’s signature Finest Cuisine at Sea, acclaimed personalized service, a welcoming ambiance as a result of the ship’s captivating residential furnishings, and introduce several unique firsts for the brand in the realms of dining and guest experience.

The health and safety of our guests and crew is our top priority, and as such every ship in our fleet has a dedicated Public Health Officer (PHO) as well as a skilled onboard medical team.

MEET SOME OF THE HEALTH & MEDICAL TEAM

Public Health & Medical Team Spotlight

“I take pride in being part of a company that is dedicated to providing world-class medical health service on the high seas not only for our guests, but also for our hardworking crew members.”

Ms. David was born in the Philippines and worked as an ER nurse before joining the Company in 2003. She has served on many Norwegian and Oceania vessels during her career, most recently on Riviera.

Camille Aquino David, RN

“I am proud to work on board and take on the great responsibility of keeping all of our passengers and crew healthy.”

Dr. Jimenez was born in Bogotá, Colombia, and has over 15 years of experience as a shipboard doctor. He joined the Company in 2015 and has served on vessels across all three cruise lines.

Dr. Javier Jimenez

“I am proud to be the first PHO in the fleet. It is more important than ever to have a good public health regime on board to protect our guests and crew.”

Mr. Schoeler was born on Rugia Island off the northern coast of Germany. With 15 years of experience as a Public Health Officer and inspector, he joined the Company as a PHO on Norwegian Dawn in 2020.

Sascha Schoeler

Norwegian Breakaway

Norwegian Escape

Our team also successfully accessed the capital markets, first by quickly adding a new short-term revolving credit facility in March and fully drawing down on it and also on our existing revolver, then by executing a historic quad-tranche capital raise in May, followed by a triple-tranche capital raise in July, a block equity transaction in November, two unsecured notes offering in December and March and finally an equity transaction in March 2021. These capital infusions came in the form of senior unsecured notes, senior secured notes, equity and exchangeable notes.

The adversity that we faced in 2020 was unimaginable and at a scale that our Company had never witnessed in its 50-plus year history, as literally overnight we suspended operations of our entire fleet to help combat the global public health emergency brought on by the pandemic. This suspension in mid-March of 2020 lasted the rest of the year and resulted in our entire 28-ship fleet being moored or anchored in ports around the world waiting to set sail again. Our Company quickly took proactive and decisive measures to navigate through this crisis. We bolstered our liquidity through multiple historic capital markets transactions, led the industry along with Royal Caribbean Group in enhancing health and safety standards through the formation of the Healthy Sail Panel and worked through the complex logistics of repatriating our crew back home safely while transitioning our ships to various states of minimum manning status. I am incredibly proud of how our team rose to the occasion and adapted to the fluid environment despite the significant personal and professional obstacles they faced during this pandemic.

2021 will without a doubt be a transitional year on this path to recovery. With no new ships entering the fleet until mid-2022, our efforts will center on a relaunch of our existing fleet and phased ramp-up of full cruise operations while protecting the health and safety of our guests, crew and communities we visit.

While we are prioritizing our immediate business needs, we are also focused on the future of our Company. Our medium- and long-term financial recovery plan focuses on three critical components including rebuilding operating margins while identifying opportunities for further margin expansion, maximizing cash generation that we expect will be bolstered by our robust and disciplined growth profile of nine cash-accretive ships on order through 2027 and focusing on optimizing our balance sheet and charting a path to reduce leverage.

It is my extraordinary privilege to lead and work alongside our dedicated and passionate team members across the globe who have joined together to navigate through these unprecedented times. We look forward to providing safe, healthy and exceptional vacation experiences, delivered by passionate team members committed to world-class hospitality and innovation for many years to come.

Knut Kloster

NCL Terminal at PortMiami

Silver Cove at Great Stirrup Cay, Bahamas

Juneau, Alaska

Leonardo Class

Compass Rose

Regent Suite Private Balcony

Grand Atrium

Master Suite Bedroom

Regent Suite Living Room

Norwegian Bliss

Norwegian Dawn

Silver Cove at Great Stirrup Cay, Bahamas

Our two luxurious private destinations are also expected to be a tremendous asset when our vessels return to service. Our 270-acre private island oasis at Great Stirrup Cay, Bahamas, is a highlight of our Eastern Caribbean and short Bahamas itineraries. In late 2019, we unveiled Silver Cove, the new upscale oceanfront lagoon area that includes expansive private beachfront villas. Norwegian is also the only major cruise line to have a private resort destination in the Western Caribbean with Harvest Caye in southern Belize. Harvest Caye is also one of the most environmentally conscious vacation destinations in the Western Hemisphere and together with the Government of Belize, we remain committed to having a positive impact on the local communities and ecosystems.

Large Villa, Silver Cove at Great Stirrup Cay, Bahamas

Spa Treatment Room, Silver Cove at Great Stirrup Cay, Bahamas

Reception Area, Silver Cove at Great Stirrup Cay, Bahamas