Norwegian Cruise Line Holdings (NCLH) Risk Factor Changes

Our Company and certain of its subsidiaries are or may be subject to economic substance requirements in their jurisdictions of formation or continuation, including, but not limited to, Bermuda, Guernsey, Isle of Man,…

international shipping income exclusion.

On December 27, 2023, the Bermuda Corporate Income Tax Act 2023 (“Bermuda Act”) was enacted in Bermuda.

The various tax regimes to which we have historically been subject result in a relatively low effective tax rate on our worldwide income.

The provisions of Section 883 are subject to change at any time, possibly with retroactive effect.

We believe and have taken the position that substantially all of our income that is considered to be derived from the international operation of ships, as well as certain income that is considered to be incidental to…

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: ship modifications, purchases of emissions allowances, alte…

The U.S.

Our use of AI technologies may present business, compliance, and reputational risks.

We believe there remains significant opportunity to expand our passenger sourcing into major markets in the future, such as Europe and Australia, as well as into emerging markets and to expand our itineraries in new m…

that have not been hedged with foreign currency derivatives.

As a result of any ship-related or other incidents, litigation claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, lo…

In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, other “force majeure” events that are beyond our control and the contro…

Our ships are subject to the risk of mechanical failure or accident, which we have occasionally experienced and have had to repair.

In the event of a data security breach of our systems and/or third-party systems or a cybersecurity incident, we may incur costs associated with the following: response, notification, forensics, regulatory investigati…

As part of our ordinary business operations, we and certain of our third-party service providers collect, process, transmit and store a large volume of personally identifiable information, including sensitive informat…

Our business continues to demand the use of sophisticated systems and technology, including the adoption and use of artificial intelligence (“AI”).

Our name and brand image are integral to the growth of our business, as well as to the implementation of our strategies for expanding our business.

mechanical failures, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrections in various countries and other circumstances or events.

Epidemics, pandemics and viral outbreaks or other wide-ranging public health crises in the future would likely also adversely affect our business, financial condition and results of operations.

Many of our passengers and crew depend on scheduled commercial airline services to transport them to ports of embarkation for our cruises.

Economic downturns, including failures of financial institutions and any related liquidity crisis, can disrupt the capital and credit markets.

further encumber our assets.

If we were not able to obtain a covenant waiver under any one or more of these debt facilities or renegotiate or repay such facilities, we would be in default of such agreements, which could result in cross defaults t…

Any covenant waiver or renegotiation of any of our debt facilities has led, and may in the future lead, to increased costs, increased interest rates, additional restrictive covenants and other available lender protect…

applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions that may have tax regimes and other regulatory regimes which may be less favorable.

our business, financial condition and results of operations could be materially adversely affected.

If we or any of our subsidiaries were not to qualify for the exemption under Section 883, our or such subsidiary’s U.S.-source income would be subject to either the Net Tax Regime or the 4% Regime (each as defined in…

areas of focus by the relevant authorities throughout the world.

coverage, we may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely dete…

In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, other “force majeure” events that are beyond our control and the contro…

Fuel expense is a significant cost for our Company.

In the event of a data security breach of our systems and/or third-party systems or a cybersecurity incident, we may incur costs associated with the following: response, notification, forensics, regulatory investigati…

unemployment or underemployment rates, inflation, higher taxes, changes in governmental policies and political developments impacting international trade, trade disputes, increased tariffs or customers’ willingness to…

The demand for cruises is affected by international, national, local and other macroeconomic conditions.

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather co…

under our derivative contracts and to pay amounts that may become due under other agreements.

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.

The global minimum tax rules include three Pillar 2 taxing mechanisms to ensure large multinational businesses pay a minimum effective tax rate of 15% on their profits worldwide.

We compete in a broad and highly competitive vacation market in which cruising is one of many leisure options available to consumers.

We operate in a highly competitive vacation market, which could adversely affect our results.

We currently have certain ship construction contracts and newbuild-related debt denominated in euros.

Actions by activist shareholders that target our company and our business may not align with our business strategies or the best interests of all of our shareholders.

Shareholder activism could adversely affect our business, financial condition, results of operations and share price.

The new construction, refurbishment, repair and maintenance of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and…

Fuel expense is a significant cost for our Company.

immediately detect such incidents.

The demand for cruises is affected by international, national, local and other macroeconomic conditions.

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather co…

Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in lig…

significant costs to replace the counterparty.

If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive covenants, which may be more restrictive than the covenants in our existing debt agreements, and we m…