Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2014 vs FY2013

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

Adverse changes in the perceived or actual economic [removed: climate,] [added: climate in North America or globally,] such as [removed: higher] [added: the volatility of] fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher [removed: taxes,] [added: unemployment or underemployment rates, higher taxes] and changes in governmental policies could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests.

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| | • | [removed: |] limit our ability to borrow money for our working capital, capital expenditures, development projects, debt service requirements, strategic initiatives or other purposes; |

| | • | [removed: |] make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; |

| | • | [removed: |] require us to dedicate a substantial portion of our cash flow from operations to the repayment of our [removed: indebtedness] [added: indebtedness,] thereby reducing funds available to us for other purposes; |

| | • | [removed: |] limit our flexibility in planning for, or reacting to, changes in our operations or business; |

| | • | [removed: |] make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; |

| | • | [removed: |] make us more vulnerable to downturns in our [removed: business] [added: business, the economy] or the [removed: economy;] [added: industry in which we operate;] |

| | • | [removed: |] restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; |

| | • | [removed: |] restrict us from taking certain actions by means of restrictive [removed: covenants;] [added: covenants in the agreements governing our indebtedness;] |

| | • | [removed: |] make our credit card processors seek more restrictive terms in respect of our credit card arrangements; and |

| | • | [removed: |] expose us to the risk of increased interest rates as certain of our borrowings are [added: (and may be in the future)] at a variable rate of interest. |

[removed: _Increases] [added: _Changes] in fuel prices and/or other cruise operating costs would [removed: increase] [added: impact] the cost of our cruise ship operations._

Fuel expense accounted for [removed: 18.3%] [added: 16.8%] of our total cruise operating expense [removed: in 2013,] [added: for the year ended December 31, 2014, compared to 18.3% and] 19.2% [added: for the same periods] in [removed: 2012] [added: 2013] and [removed: 16.6% in 2011.][added: 2012, respectively.]

In addition, we could experience increases in other cruise operating [removed: costs,] [added: costs] due to market forces and economic or political instability beyond our control.

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

Additional risks include interest rate movements, imposition of trade [removed: barriers and] [added: barriers,] restrictions on repatriation of [removed: earnings.][added: earnings, withholding and other taxes on remittances and other payments by subsidiaries and changes in and application of foreign taxation structures, including value added taxes.]

However, our existing safeguards and [added: policies and] any future improvements may prove to be less than effective and our employees or agents may engage in conduct [added: prohibited by our policies, but] for which we [removed: might] [added: nevertheless may] be held responsible.

If [added: our] employees [added: or agents] violate our [removed: policies or] [added: policies, if] we fail to maintain adequate record-keeping and internal accounting practices to accurately record our [removed: transactions,] [added: transactions or if] we [added: fail to implement or maintain other adequate safeguards, we] may be subject to regulatory [removed: sanctions,] [added: sanctions] or severe criminal or civil sanctions and penalties.

The agreements governing our indebtedness contain, and any instruments governing future indebtedness of ours [removed: would likely] [added: may] contain, [removed: a number of] covenants that impose significant operating and financial restrictions on us, including restrictions or prohibitions on our ability to, among other things:

| | • | [removed: |] incur [added: or guarantee] additional debt or issue certain preference shares; |

| | • | [removed: |] pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the ability of [removed: NCLC] [added: our subsidiaries] to [added: pay dividends or] make distributions [added: to us and the ability of NCLC to pay dividends] or [removed: other restricted payments] [added: make distributions] to NCLH; |

| | • | [removed: |] make certain [removed: investments;] [added: investments or acquisitions;] |

| | • | [removed: |] [added: transfer or] sell certain assets; |

| | • | [removed: |] create liens on certain assets; |

| | • | [removed: | consolidate, merge,] [added: consolidate or merge with, or] sell or otherwise dispose of all or substantially all of our [removed: assets;] [added: assets to, other companies;] |

| | • | [removed: |] enter into certain transactions with our affiliates; [removed: and] |

| | • | [removed: |] designate our subsidiaries as unrestricted subsidiaries. |

Under our existing debt [removed: agreements] [added: agreements,] we are required to satisfy and maintain specified financial ratios.

A failure to comply with the covenants contained in our existing debt agreements could result in an event of default under [removed: the] [added: such] agreements, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

| | • | [removed: |] will not be required to lend any additional amounts to us, if applicable; |

| | • | [removed: |] could elect to declare all indebtedness outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit, if applicable; and/or |

| | • | [removed: |] could require us to apply all of our available cash to repay such indebtedness. |

If we were unable to repay those amounts, the holders of our [removed: indebtedness under our existing senior] secured [removed: credit facilities] [added: indebtedness] could proceed against the collateral granted to them to secure that indebtedness.

We may be able to incur substantial [added: additional] indebtedness at any time in the future.

| | • | [removed: |] our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and |

| | • | [removed: |] our future ability to borrow under certain [removed: of] [added: agreements governing] our [removed: existing senior secured credit facilities,] [added: indebtedness,] the availability of which depends on, among other things, our complying with the covenants in such [removed: existing senior secured credit facilities.] [added: agreements.] |

There can be no assurance that our business will generate sufficient cash [removed: flow] [added: flows] from operations, or that we will be able to [removed: draw] [added: borrow additional amounts] under [removed: certain of] our existing [removed: senior secured credit facilities] [added: debt agreements] or otherwise, in an amount sufficient to fund our liquidity needs.

Our ability to restructure or refinance our debt will depend on [added: numerous factors, including but not limited to] the condition of the capital [removed: markets and] [added: markets,] our financial condition at such [removed: time.][added: time, credit ratings and the performance of our industry in general.]

Risks Related to the Acquisition of Prestige

_Significant costs have been incurred in connection with the consummation of the Acquisition of Prestige and are expected to be incurred in connection with the integration of Prestige into our business, including legal, accounting, financial advisory and other costs._

Significant costs have been incurred and will be incurred in connection with integrating the operations, products and personnel of Prestige into our business, in addition to costs related directly to completing the Acquisition of Prestige.

These costs may include costs for:

- employee retention, redeployment, relocation or severance;

- integration of information systems;

- combination of corporate and administrative functions and processes; and

- maintenance and management of our fleet.

In addition, we have incurred a number of non-recurring costs associated with combining our operations with those of Prestige.

Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of

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our operations with those of Prestige, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.

In addition, we incurred and assumed new indebtedness in connection with the Acquisition of Prestige.

This debt may limit our financial and operating flexibility, and we may incur additional debt, which could increase the risks associated with our substantial indebtedness.

Our substantial indebtedness has had, and will continue to have, material consequences for our business, financial condition and results of operations.

_We may not realize the anticipated benefits of the Acquisition of Prestige._

The Acquisition of Prestige involves the integration of two companies that have previously operated independently.

The integration of our operations with those of Prestige is expected to result in financial and operational benefits, including increased revenue and cost savings.

There can be no assurance, however, regarding when or the extent to which we will be able to realize these increased revenue, cost savings or other benefits.

Integration may also be difficult, unpredictable and subject to delay because of possible company culture conflicts and different opinions on technical decisions and product roadmaps.

We must integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll, data privacy and security and regulatory compliance, many of which may be dissimilar.

_In connection with the Acquisition of Prestige, we assumed certain liabilities relating to Prestige’s business._

In connection with the Acquisition of Prestige, we have assumed certain potential liabilities relating to Prestige’s business.

To the extent we have not identified such liabilities or to the extent the indemnifications obtained from the other parties to the Merger Agreement for the Acquisition of Prestige are insufficient to cover known liabilities, these liabilities could have a material adverse effect on our business, financial condition and results of operations.

_Integrating Prestige’s business into our business may divert our management’s attention away from operations._

Successful integration of Prestige’s operations, products and personnel may place a significant burden on our management and other internal resources.

The diversion of management’s attention, and any difficulties encountered in the transition and integration process, could harm our business, financial condition and results of operations.

As a result of the Acquisition of Prestige, our current and prospective employees could experience uncertainty about their future roles.

This uncertainty may adversely affect our ability to attract and retain high-quality employees.

Risks Related to the Company

Consequently, this may negatively affect demand for cruise vacations in these countries, which are a discretionary purchase.

Decreases in demand for cruise vacations could result in price discounting, which, in turn, could reduce the profitability of our business.

In addition, these conditions could also impact our suppliers, which could result in disruptions in our suppliers’ services and financial losses for us.

We

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Risk factors related to our business

The specific risk factors set forth below, as well as the other information contained in this annual report, could cause our actual results to differ from our expected or historical results and individually or any combination thereof could adversely affect our business, financial condition and results of operations.

_An increase in cruise capacity without a corresponding increase in passenger demand, could materially and adversely affect our business, financial condition and results of operations._

Historically, cruise capacity has grown to meet the growth in demand.

According to CLIA, 17.6 million passengers in 2013 took cruises on CLIA member lines versus 7.2 million passengers in 2000, representing a compound annual growth rate of approximately 7.1%.

CLIA estimates that between 2013 and 2016, the North America based CLIA member line fleet will increase by approximately 29 ships, representing a compound annual capacity growth of 3.4%.

In order to profitably utilize this new capacity, the cruise industry

will likely need to improve its percentage share of the U.S. population who has cruised at least once, which is approximately 24%, according to CLIA.

If there is an industry-wide increase in capacity without a corresponding increase in public demand, we, as well as the entire cruise industry, could experience reduced occupancy rates and/or be forced to discount our prices.

In addition, increased cruise capacity could impact our ability to retain and attract qualified shipboard employees, including officers, at competitive levels and, therefore, increase our shipboard employee costs.

_We face intense competition from other cruise companies as well as non-cruise vacation alternatives and we may not be able to compete effectively._

We face intense competition from other cruise companies, primarily the other Major North American Cruise Brands, which together comprise approximately 90% of the North American cruise market as measured by total Berths.

These brands include Carnival Cruise Lines and Royal Caribbean International in the contemporary segment and Holland America, Princess Cruises and Celebrity Cruises in the premium segment.

As of December 31, 2013, Norwegian Cruise Line accounted for approximately 13% of the Major North American Cruise Brands’ capacity in terms of Berths.

We compete against all of these operators principally on the quality of our ships, our differentiated product offering, selection of our itineraries and value proposition of our cruises.

We also face competition for many itineraries from other cruise operators as well as competition from non-cruise vacation alternatives.

In the event we do not compete effectively, our business could be adversely affected.

As of December 31, 2013, we had approximately $3.1 billion of total debt.

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Based on our December 31, 2013 outstanding variable rate debt balance, a one percentage point increase in the LIBOR interest rates would increase our annual interest expense by approximately $19.4 million, excluding the effects of capitalization of interest.

In addition, future financings we may undertake may also provide for rates that fluctuate with prevailing interest rates.

_Negative publicity surrounding the cruise industry may have an adverse effect on our financial condition and results of operations._

Negative publicity, or heightened media scrutiny of the cruise industry, due to incidents relating to vessel operation, environmental or natural disasters such as hurricanes, epidemics and viral outbreaks aboard a vessel, or any occurrence which brings into question the safety and security of the industry may result in an adverse effect on our financial condition and results of operations including the decrease in demand for cruise vacations and a damage to the reputation of the cruise industry as a safe and reliable vacation alternative.

The considerable expansion in the use of social media in recent years can further amplify any negative publicity that may be generated.

Increases in the price of airfare, due to increases in fuel prices or other factors, would increase the overall vacation cost to our guests and may adversely affect demand for our cruises.

Delays in the construction, repair, refurbishment and delivery of a cruise ship can occur as a result of events such as insolvency, work stoppages, other labor actions or “force majeure” events experienced by our shipbuilders and other such companies that are beyond our control.

_The political environment in certain countries where we operate is uncertain and our ability to operate our business as we have in the past may be restricted._

We operate in waters and call at ports throughout the world, including geographic regions that, from time to time, have experienced political and civil unrest as well as insurrection and armed hostilities.

Adverse international events could affect demand for cruise products generally and could have an adverse effect on us.

These negotiations were completed and effective from July 2013 without material cost to the Company.

We rely upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team.

Our success is dependent upon our personnel and our ability to recruit and retain high quality employees.

We must continue to recruit, retain and motivate management and other employees sufficient to maintain our current business and support our projected growth.

See “Item 1— “Business—Executive Officers” for additional information about our management personnel.

The leadership of our President and Chief Executive Officer, Mr. Sheehan, and other executive officers has been a critical element of our success.

The death or disability of Mr. Sheehan or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our business.

Our other executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our growth and success.

The unexpected loss of services of one or more of these individuals could also materially adversely affect us.

We are not protected by key man or similar life insurance covering members of our senior management.

We have employment agreements with our executive officers, but these agreements do not guarantee that any given executive will remain with us.

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

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating [removed: performance, is a factor in the evaluation of the performance of management and is the primary metric used in determining the Company’s performance incentive bonus paid to its employees.][added: performance.]

We believe that Adjusted EBITDA is a useful measure in determining the Company’s performance as it reflects certain operating drivers of the Company’s business, such as sales growth, operating costs, [added: marketing, general and administrative expense and other operating income and expense.]

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Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or [removed: measures] [added: a measure] comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income and Adjusted EPS are [removed: supplemental] [added: non-GAAP] financial measures [added: that exclude certain charges and are] used to [removed: demonstrate] [added: supplement] GAAP net income and [removed: EPS excluding certain charges.][added: EPS.]

[removed: These] [added: The] charges [added: excluded in the presentation of Adjusted Net Income and Adjusted EPS may] vary from period to period; accordingly, our presentation of Adjusted Net Income and Adjusted EPS may not be indicative of future adjustments or results.

Revenue from our cruise and cruise-related activities are categorized by us as “passenger ticket revenue” and “onboard and other revenue.” Passenger ticket revenue and onboard and other revenue vary according to [added: product offering,] the size of the ship in operation, the length of cruises operated and the markets in which the ship operates.

Onboard and other revenue primarily consists of revenue from gaming, beverage sales, shore excursions, specialty dining, retail sales, spa [added: services, photo] services [removed: and photo.][added: as well as Charter revenue.]

| | • | [removed: |] Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel agent commissions, air and land transportation expenses, related credit card fees, costs associated with service [removed: charges and] [added: charges,] certain port [removed: expenses.] [added: expenses and the costs associated with shore excursions and hotel accomodations included as part of the overall cruise purchase price.] |

| | • | [removed: |] Onboard and other primarily consists of direct costs that are incurred in connection with onboard and other revenue. These include costs incurred in connection with shore excursions, beverage sales and gaming. |

| | • | [removed: |] Payroll and related consists of the cost of wages and benefits for shipboard [removed: employees.] [added: employees and costs for a third party that provides crew and other services for certain of our ships.] |

| | • | [removed: |] Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs. |

| | • | [removed: |] Food consists of food costs for passengers and crew. |

| | • | [removed: |] Other consists of repairs and maintenance (including Dry-dock costs), ship insurance, Charter costs and other ship expenses. |

[removed: Our consolidated financial statements have been prepared in accordance with GAAP in the U.S.] The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of [removed: revenues] [added: revenue] and expenses during the periods presented.

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

If we reduced our estimated average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2013] [added: 2014] would have [removed: increased by $6.1 million.]

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $30.6] [added: $36.5] million.

Goodwill and other indefinite-lived assets, principally [removed: trade names,] [added: tradenames,] are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets could not be fully recovered.

As of December 31, [removed: 2013,] [added: 2014,] our annual review supports the carrying value of these assets.

Total revenue increased [removed: 12.9%] [added: 21.6%] to [removed: $2.6] [added: $3.1] billion for the year ended December 31, [removed: 2013] [added: 2014] compared to [removed: $2.3] [added: $2.6] billion for the year ended December 31, [removed: 2012.][added: 2013.]

Net Revenue for the year ended December 31, [removed: 2013] [added: 2014] increased [removed: 13.4%] [added: 25.0%] to [removed: $1.9] [added: $2.4] billion from [removed: $1.7] [added: $1.9] billion in the same period in [removed: 2012] [added: 2013] with an improvement [removed: of] [added: in] both Net Yield of 4.3% and Capacity Days of [removed: 8.8%.][added: 19.8%.]

Operating income increased [removed: 10.9%] [added: 27.0%] to [removed: $395.9] [added: $502.9] million for the year ended December 31, [removed: 2013] [added: 2014] from [removed: $357.1] [added: $395.9] million [removed: in 2012.][added: for the year ended December 31, 2013.]

A [removed: 16.5%] [added: 35.6%] improvement in Adjusted EBITDA was achieved for the same period [removed: as revenue increased] primarily due to [removed: an] [added: the] increase in [removed: passenger ticket pricing.][added: net income.]

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

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| | [removed: 2013] | [added: 2014] | | | [removed: 2012] | [added: 2013] | | | [removed: 2011] | [added: 2012] | | |

| Total revenue | | $ | [removed: 2,570,294] [added: 3,125,881] | | | $ | [removed: 2,276,246] [added: 2,570,294] | | | $ | [removed: 2,219,324] [added: 2,276,246] | |

| Total cruise operating expense | | $ | [removed: 1,657,659] [added: 1,946,624] | | | $ | [removed: 1,478,433] [added: 1,657,659] | | | $ | [removed: 1,467,876] [added: 1,478,433] | |

| Operating income | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | | | $ | [removed: 316,112] [added: 357,093] | |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | | | $ | [removed: 126,859] [added: 168,556] | |

| Basic | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | | | $ | [removed: 0.71] [added: 0.95] | |

| Diluted | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | | | $ | [removed: 0.71] [added: 0.94] | |

The following table sets forth operating data as a percentage of [added: total] revenue:

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| [removed: Revenue] [added: Revenue] | | | | | | | | | | | | |

| Passenger ticket | | | [removed: 70.6] [added: 70.8] | % | | | [removed: 70.5] [added: 70.6] | % | | | [removed: 70.4] [added: 70.5] | % |

| Onboard and other | | | [removed: 29.4] [added: 29.2] | % | | | [removed: 29.5] [added: 29.4] | % | | | [removed: 29.6] [added: 29.5] | % |

| [removed: Cruise] [added: Cruise] operating [removed: expense] [added: expense] | | | | | | | | | | | | |

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Our consolidated financial statements have been prepared in accordance with U.S. GAAP.

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increased by $7.3 million.

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Summary of Significant 2014 Events

| | · | In January, we took delivery of Norwegian Getaway. |

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| | · | In March, we completed a Secondary Equity Offering resulting in the sale of 15,000,000 ordinary shares of NCLH by the Selling Shareholders. |

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| | · | In April, NCLH’s Board of Directors authorized, and NCLH announced, a three-year share repurchase program for up to $500.0 million. |

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| | · | In July, we entered into agreements with Meyer Werft for two additional Breakaway Plus Class Ships for delivery in the spring of 2018 and the fall of 2019. |

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| | · | In September, NCLH entered into the Merger Agreement to acquire Prestige. |

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| | · | In November, we completed the Acquisition of Prestige. |

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| | · | In November, we purchased a ship from a third party to join the Oceania fleet which will be named Sirena. After its current Charter ends in March 2016, we will extensively refurbish the ship to Oceania standards and it will be a sister ship to the R-class ships. |

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| | · | In December, an incident onboard Oceania’s Insignia resulted in the cancellation of certain voyages. Repairs on the ship are on schedule for a return to service in March 2015. This resulted in a reduction to diluted EPS for the full year 2014 of $0.02. |

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The Acquisition of Prestige is expected to positively impact passenger ticket revenue and, to a lesser extent, onboard and other revenue from the addition of Prestige’s eight ships which command premium pricing as a result of their upper premium and luxury product offerings.

For the year ended December 31, 2014, we had net income attributable to NCLH and diluted EPS of $338.4 million and $1.62, respectively.

We had Adjusted Net Income and Adjusted EPS of $480.6 million and $2.27, respectively, for the year ended December 31, 2014, which includes $138.0 million of adjustments primarily consisting of $57.5 million of expenses related to the Acquisition of Prestige, $28.3 million of expenses related to non-cash compensation, $15.4 million of expenses related to financing transactions in conjunction with the Acquisition of Prestige, $13.0 million related to the fair value adjustment of deferred revenue and $12.6 million related to the amortization of intangible assets.

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| EPS: | | | | | | | | | | | | |

marketing, general and administrative expense and other operating income and expense.

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For the year ended December 31, 2013, we had Adjusted Net Income and Adjusted EPS of $295.8 million and $1.41, respectively, which excludes $27.9 million of expenses related to non-cash compensation and $165.0 million of expenses related to prepayments of debt, a change in corporate entity structure and our Secondary Offerings.

On a GAAP basis, net income attributable to Norwegian Cruise Line Holdings Ltd. and diluted earnings per share were $101.7 million and $0.49, respectively.

Our business improvement measures continued to have an impact even with the increase in the cost of fuel.

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| Earnings per share: | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

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| | | 2013 | | | | 2013 Constant Currency | | | | 2012 | | | | 2012 Constant Currency | | | | 2011 | | |

| Less: Other (1) | | | 33,049 | | | | 33,049 | | | | — | | | | — | | | | — | |

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| Other (2) | | | 4,396 | | | | — | | | | — | |

| Diluted earnings per share (3) | | $ | 0.49 | | | $ | 0.94 | | | $ | 0.71 | |

| (2) | Expenses incurred from changes in corporate entity structure and our Secondary Offerings. |

| (3) | Diluted earnings per share is computed by dividing net income by diluted weighted-average shares outstanding. |

| Non-cash compensation and other (1) | | | 17,188 | | | | 9,004 | | | | 5,942 | |

| (1) | Consists of non-cash compensation, expenses incurred from changes in corporate entity structure, our Secondary Offerings and other supplemental adjustments. |

Total revenue increased 2.6% to $2.3 billion in 2012 compared to $2.2 billion in 2011.

The increase in Net Yield was primarily due to an increase in passenger ticket pricing and the increase in Capacity Days in 2012 was primarily due to the timing of certain repairs and maintenance.

On a Constant Currency basis, Net Yield increased 2.4% in 2012 compared to 2011.

Total cruise operating expense increased slightly in 2012 compared to 2011 due to an increase in Capacity Days as described above and higher ship operating expenses.

The increase in ship operating expenses was primarily due to an increase in fuel expense as a result of a 16.3% increase in average fuel price to $664 per metric ton in 2012 from $571 in 2011.

Total other operating expense increased slightly compared to 2011 due to an increase in depreciation expense related to the purchase of Norwegian Sky primarily offset by lower general and administrative expenses as a result of ongoing business improvement initiatives.

Net Cruise Cost increased slightly in 2012 primarily due to an increase in Capacity Days.

Excluding fuel expense, Net Cruise Cost per Capacity Day decreased 5.3%.

On a Constant Currency basis, Net Cruise Cost per Capacity Day decreased slightly and excluding fuel expense decreased 4.6%.

Interest expense, net of capitalized interest, was $189.9 million in 2012 compared to $190.2 million in 2011.

Net cash used in investing activities was $184.8 million in 2011, primarily related to payments for construction of Norwegian Breakaway and Norwegian Getaway.

| Ship construction | | $ | 802,650 | | | $ | 968,101 | | | $ | 116,336 | |

| Ship financing | | | (705,968 | ) | | | (761,085 | ) | | | (46,069 | ) |

| Ship construction net of financing | | $ | 96,682 | | | $ | 207,016 | | | $ | 70,267 | |

| (1) | 2014 includes $38.0 million in ROI Capital Expenditures |

Capitalized interest for the years ended December 31, 2012 and 2011 was $22.1 million and $16.7 million, respectively, for the construction of Norwegian Breakaway and Norwegian Getaway.

| Long-term debt(1) | | $ | 3,127,789 | | | $ | 286,575 | | | $ | 645,807 | | | $ | 1,417,580 | | | $ | 777,827 | |

| Operating leases(3) | | | 36,416 | | | | 6,740 | | | | 11,341 | | | | 10,855 | | | | 7,480 | |

| Ship construction contracts(4) | | | 2,594,068 | | | | 810,081 | | | | 1,008,942 | | | | 775,045 | | | | — | |

| Port facilities(5) | | | 200,769 | | | | 28,589 | | | | 58,675 | | | | 51,433 | | | | 62,072 | |

| Interest(6) | | | 378,485 | | | | 75,083 | | | | 139,245 | | | | 98,559 | | | | 65,598 | |

As of December 31, [removed: 2013,] [added: 2014,] we had interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

As of December 31, [removed: 2013, 38%] [added: 2014, 53%] of our debt was fixed and [removed: 62%] [added: 47%] was variable, which includes the effects of the interest rate [removed: swap.][added: swaps.]

The notional amount of outstanding debt associated with the interest rate swap agreements as of December 31, [removed: 2013] [added: 2014] was [removed: $660.4 million.][added: $1.3 billion.]

Based on our December 31, [removed: 2013] [added: 2014] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $19.4] [added: $28.9] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2013,] [added: 2014,] we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

The payments not hedged aggregate [removed: €1.4] [added: €2.6] billion, or [removed: $1.9] [added: $3.1] billion based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2013.][added: 2014.]

We estimate that a 10% change in the euro as of December 31, [removed: 2013] [added: 2014] would result in a [removed: $189.9] [added: $316.3] million change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 18.3%, 19.2%] [added: 16.8%, 18.3%] and [removed: 16.6%] [added: 19.2%] for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012,] respectively.

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2013,] [added: 2014,] we had hedged approximately [removed: 65%, 53%] [added: 68%, 55%, 39%] and [removed: 15%] [added: 8%] of our [removed: 2014, 2015] [added: 2015, 2016, 2017] and [removed: 2016] [added: 2018] projected metric tons of fuel purchases, respectively.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2014] [added: 2015] fuel expense by [removed: $30.8] [added: $22.8] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements [removed: and fuel collars and options] of [removed: $16.3] [added: $13.0] million.

Norwegian [removed: Cruise Line] commenced operations [removed: out of] [added: from] Miami in 1966.

In February 2000, Genting HK acquired control of and subsequently became the sole owner of the Norwegian [removed: Cruise Line] operations.

In August [added: 2013, December] 2013 and [removed: December 2013, NCLH] [added: March 2014, the Sponsors] completed the Secondary [added: Equity] Offerings.

Apollo [added: Global Management, LLC, founded in 1990,] is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, [added: Toronto,] London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai.

[added: As of December 31, 2014,] Apollo [removed: has] [added: had] assets under management of [removed: over $161.2] [added: $160.0] billion invested in its private equity, [removed: capital markets] [added: credit] and real estate businesses.

Investment funds managed by Apollo also have current and past investments in other travel and leisure companies, including Caesars [removed: Entertainment Corporation (“Caesars Entertainment”),] [added: Entertainment,] Great Wolf Resorts, Vail Resorts, AMC Entertainment, Wyndham International and other hotel properties.

TPG is a leading global private investment firm founded in 1992 with [removed: $55.7] [added: over $65] billion of assets under management [added: as of December 31, 2014] and [removed: with] offices in San Francisco, Fort Worth, Austin, Beijing, [removed: Chongqing,] [added: Dallas,] Hong Kong, [added: Houston,] London, Luxembourg, Melbourne, Moscow, Mumbai, New York, [removed: Paris,] São Paulo, Shanghai, [removed: Singapore] [added: Singapore, Tokyo] and [removed: Tokyo.][added: Toronto.]

Genting HK was founded in 1993 and through its subsidiary, Star Cruises Asia Holding Ltd., operates a leading cruise line in the [removed: Asia-Pacific] [added: Asia Pacific] region.

[removed: Prior] [added: NCLH had not, prior] to the [removed: Corporate Reorganization which was effected solely for the purpose] [added: completion] of [removed: reorganizing our corporate structure, NCLH had not] [added: the Corporate Reorganization,] conducted any activities other than those incidental to [removed: the] [added: its] formation and to prepare for the Corporate Reorganization and IPO.

NCLC [removed: is] [added: was] treated as a partnership for U.S. federal income tax purposes, and the terms of the partnership (including the economic rights with respect thereto) [removed: are] [added: were] set forth in an amended and restated tax agreement for NCLC.

Economic interests in NCLC [removed: are] [added: were] represented by the partnership interests established under the tax agreement, which we refer to as “NCL Corporation Units.” [removed: The NCL Corporation Units held by NCLH (as a result of its ownership of 100% of the ordinary shares of NCLC) represent a 97.8% economic interest in NCLC as of December 31, 2013.]

The Management NCL Corporation Units received upon the exchange of outstanding profits interests [removed: are] [added: were] subject to the same time-based vesting requirements and performance-based vesting requirements applicable to the profits interests for which they were exchanged.

The Management NCL Corporation Units issued in exchange for the profits interests [removed: represent] [added: represented] a [removed: 2.2%] [added: 2.7%] economic interest in NCLC as of [removed: December 31, 2013.][added: the consummation of the IPO.]

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

Subject to certain procedures and restrictions (including the vesting schedules applicable to the Management NCL Corporation Units and any applicable legal and contractual restrictions), each holder of Management NCL Corporation Units [removed: has] [added: had] the right to cause NCLC and NCLH to exchange the holder’s Management NCL Corporation Units for ordinary shares of NCLH at an exchange rate equal to one ordinary share for every Management NCL Corporation Unit (or, at NCLC’s election, a cash payment equal to the value of the exchanged Management NCL Corporation Units), subject to customary adjustments for stock splits, subdivisions, combinations [removed: and similar extraordinary events.]

Any non-pro rata tax distributions made to a Management NCL Corporation Unit holder [removed: will reduce] [added: would have reduced] the amount of NCLH’s ordinary shares (or cash) that the holder would [added: have] otherwise [removed: receive] [added: received] upon exchange.

On August 19, 2013, NCLH filed a registration statement with the [removed: SEC, which is effective,] [added: SEC] to register on a continuous basis the issuance of the ordinary shares [removed: to be] received by the holders of Management NCL Corporation Units who elected [removed: or will elect] to exchange.

When [removed: any] [added: a] holder of a Management NCL Corporation Unit [removed: exchanges] [added: exchanged] such unit for one of NCLH’s ordinary shares (or a cash payment equal to the value of one of such ordinary shares), the relative economic interests of the exchanging NCL Corporation Unit holder and the holders of ordinary shares of NCLH [removed: will] [added: were] not [removed: be] altered.

No new NCLC profits interests or Management NCL Corporation Units will be issued; however, NCLH has granted, and expects to continue to grant, options to acquire its ordinary shares to our management team under its [removed: new] long-term incentive plan.

As a result of the Corporate Reorganization, a non-controlling interest was created within NCLH and NCLH’s financial statements and financial results [removed: will] differ from NCLC’s in certain respects.

Our website is located at [removed: www.investor.ncl.com.][added: www.nclhltdinvestor.com.]

[removed: _Our Company_][added: Our Company]

By providing such a distinctive experience and [added: an] appealing combination of value and service, [removed: we straddle] [added: Norwegian straddles] both the contemporary and premium segments.

[removed: As a result, we have] [added: Norwegian has] been recognized for [removed: our] [added: its] achievements as the recipient of multiple honorary [removed: awards] [added: awards,] mainly consisting of reviews tabulated from the readers of travel periodicals such as Travel Weekly, Condé Nast Traveler, and Travel + [removed: Leisure.][added: Leisure as well as being recognized as “Europe’s Leading Cruise Line” seven years in a row, and as both “Caribbean’s Leading Cruise Line” and “World’s Leading Large Ship Cruise Line” by the World Travel Awards.]

Norwegian Breakaway, which was launched in 2013, [removed: has been] [added: was] named “Best New Ship” by the editors of Cruise Critic and “Best Rookie Cruise Ship” by the readers of Travel Weekly.

[removed: We offer] [added: Norwegian offers] a wide variety of cruises ranging in length from one day to three weeks.

During [removed: 2013, we] [added: 2014, Norwegian’s ships] docked at [removed: 114] [added: 126] ports worldwide, with itineraries originating from [removed: 18] [added: 19] ports of which [removed: nine] [added: 13] are in North America.

In line with [removed: our] [added: Norwegian’s] strategy of innovation, many of these North American ports are part of [removed: our] [added: the] “Homeland Cruising” program in which [removed: we have] [added: it has] homeports that are close to major population centers, such as New York, Boston and Miami.

This reduces the need for vacationers to fly to distant ports to embark on a cruise and helps reduce [removed: our] [added: Norwegian] guests’ overall vacation cost.

[removed: We offer] [added: Norwegian offers] a wide selection of exotic itineraries outside of the traditional cruising markets of the Caribbean and [removed: Mexico; these include] [added: Mexico, including] cruises in [removed: Europe, including the] [added: Europe (the] Mediterranean and the [removed: Baltic,] [added: Baltic),] Bermuda, Alaska, and the industry’s only entirely inter-island itinerary in Hawaii with [removed: our] [added: Norwegian’s] U.S.-flagged ship, Pride of America.

[removed: This] [added: Norwegian’s Hawaii] itinerary is unparalleled in the cruise industry, as all other [removed: vessels] [added: ships] from competing cruise lines are registered outside the U.S. and are required to dock at a distant foreign port when providing their guests with a Hawaii-based cruise itinerary.

Each of [removed: our] [added: Norwegian’s] 13 modern ships has been purpose-built to consistently deliver [removed: our] [added: the] “Freestyle Cruising” product [removed: offering across our entire fleet,] [added: offering,] which we believe provides [removed: us] [added: Norwegian] with a competitive [removed: advantage.][added: advantage by differentiating it from other cruise line offerings.]

By focusing on “Freestyle Cruising,” [removed: we have] [added: Norwegian has] been able to achieve higher onboard spend levels, greater [removed: customer] [added: guest] loyalty and the ability to attract a more diverse clientele.

We [removed: also] have orders with Meyer Werft for [removed: two additional ships] [added: four Breakaway Plus Class Ships] for delivery in the [removed: fourth quarter] [added: fall] of [removed: 2015] [added: 2015, spring of 2017, spring of 2018] and [removed: the first quarter] [added: fall] of [removed: 2017.][added: 2019.]

These [removed: ships, Norwegian Escape and Norwegian Bliss,] [added: ships] will be the largest in our [removed: fleet at] [added: fleet, reaching] approximately [removed: 163,000] [added: 164,600] Gross Tons [removed: with] [added: and up to] 4,200 Berths each and will be similar in design and innovation to our Breakaway Class Ships.

The combined contract [removed: cost] [added: price] of these [removed: two additional] [added: four] ships is approximately [removed: €1.4] [added: €3.0] billion, or [removed: $1.9] [added: $3.6] billion based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2013.][added: 2014.]

We have export credit financing in place that provides financing for 80% of [removed: their] [added: the ship’s] contract price.

[removed: _Our Industry_][added: Our Industry and Competition]

The [removed: different] [added: various] cruise lines that make up the global cruise vacation industry have historically been segmented by product offering and service quality into “contemporary,” [removed: “premium”] [added: “premium,”] and “luxury” [removed: brands.][added: segments.]

The contemporary segment generally includes cruises on larger ships that last seven days or less, [removed: provides] [added: provide] a casual ambiance and [removed: is] [added: are] less expensive on average than the premium or luxury [removed: segments.][added: segment cruises.]

NCLH is a diversified cruise operator of leading global cruise lines spanning market segments from contemporary to luxury under the Norwegian, Oceania and Regent brands.

These brands operate 21 ships with approximately 40,000 Berths visiting approximately 420 worldwide destinations.

The Company’s brands will introduce six additional ships through 2019 increasing the total Berths to approximately 58,000.

Norwegian is the innovator in cruise travel with a history of breaking the boundaries of traditional cruising, most notably with the introduction of “Freestyle Cruising,” which revolutionized the industry by giving guests more freedom and flexibility on the most contemporary ships at sea.

Oceania is the market leader in the upper-premium cruise segment featuring the finest cuisine at sea, elegant accommodations, impeccable service and destination-driven itineraries.

Regent is the market leader in the luxury cruise segment with all-suite accommodations, highly personalized service and the industry’s most inclusive luxury experience featuring round-trip air, fine wines and spirits and unlimited shore excursions among its numerous included amenities.

On January 24, 2013, NCLH completed its IPO, pursuant to which it sold 27,058,824 ordinary shares for net proceeds, after deducting underwriting discounts and commissions and estimated expenses, of approximately $473.9 million.

In November 2014, we completed the Acquisition of Prestige.

We believe that the combination of Norwegian and Prestige creates a diversified cruise operating company with a rich product portfolio and strong market presence.

Prestige holds a leading position in the Upscale Segment of the cruise industry.

Prestige’s well-known Oceania and Regent brands focus on providing guests with vacation experiences onboard eight mid-size cruise ships that are characterized by high-quality service, gourmet cuisine, luxurious accommodations and itineraries to worldwide destinations.

As a result of the aforementioned transactions, the Sponsors owned 56.0% of NCLH’s ordinary shares as of December 31, 2014.

At the same time, NCLH contributed $460.0 million to NCLC and the historical financial statements of NCLC became those of NCLH.

The Corporate Reorganization was effected solely for the purpose of reorganizing our corporate structure.

As a result of the Corporate Reorganization, the Management NCL Corporation Units created a non-controlling interest within NCLH.

| 5 |

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| --- |

and similar extraordinary events.

In the fourth quarter of 2014, all Management NCL Corporation Units were exchanged for NCLH ordinary shares and restricted shares.

NCLH became the sole member and 100% owner of the economic interests in NCLC and the non-controlling interest no longer exists.

Accordingly, NCLC is now treated as a disregarded entity for U.S. federal income tax purposes.

Apollo had held a controlling interest in Prestige since 2007, which was transferred to NCLH in connection with the Acquisition of Prestige.

The firm’s investments span a variety of industries including healthcare, energy, industrials, consumer/retail, technology, media & communications, software, financial services, travel, entertainment and real estate.

We believe that Oceania offers an “upper-premium” cruise experience, therefore, we categorize it in an “upper-premium” segment.

| 6 |

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| [Table of Contents](#a_toc) |

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Oceania’s and Regent’s competition typically includes Azamara Club Cruises (owned by Royal Caribbean Cruises) in the upper premium segment and Crystal Cruises, Silversea Cruises and Seabourn Cruise Line (owned by Carnival Corporation) in the luxury segment.

Collectively, these operators make up Prestige’s Upscale Segment competition.

Historically, people 55 years of age and older have had the highest disposable income levels and the most leisure time, making them prime candidates for Upscale Segment cruising given the longer itineraries and higher per diems of cruises in this category.

Norwegian Business Overview

Norwegian Getaway, which was launched in January 2014, was Bon Voyage Magazine’s Editor’s Choice for “Best New Ship,” Travel Weekly Readers’ Choice “Best New Ship” in 2014 and TravAlliance Travvy Awards “Best Cruise Ship, Contemporary” in 2015.

We have continued to add new ships to our fleet.

Orders have been placed with Meyer Werft for four Breakaway Plus Class Ships for delivery in the fall of 2015, spring of 2017, spring of 2018 and fall of 2019.

These ships will be the largest in Norwegian’s fleet at approximately 164,600 Gross Tons and up to 4,200 Berths.

Each will be similar in design and innovation to the Breakaway Class Ships.

Norwegian has export credit financing in place that provides financing for 80% of each of the ships’ contract prices.

Prestige Business Overview

In January 2013, NCLH completed its IPO and NCLC and NCLH completed the Corporate Reorganization (defined below).

Subsequent to our IPO and the Secondary Offerings, the relative ownership percentages of NCLH’s ordinary shares as of December 31, 2013 by our Sponsors was 62.7%.

Apollo owns a controlling interest in Prestige Cruises International, Inc. which operates through two distinct upscale cruise brands, Oceania Cruises and Regent Seven Seas Cruises.

On January 24, 2013, we completed our IPO.

NCL Corporation Units are not transferrable without NCLH’s prior consent and do not entitle the holders to any voting, pre-emptive, or sinking fund rights.

Any distributions (other than the tax distributions described below) made by NCLC are allocated on a pro rata basis to NCLH and the holders of the Management NCL Corporation Units, based upon the total number of NCL Corporation Units (including Management NCL Corporation Units) outstanding.

Distributions by NCLC to NCLH or holders of Management NCL Corporation Units do not entitle holders of ordinary shares of NCLH to any portion of such distribution or to any additional distribution by NCLH.

NCLC does not have any current plans to make any distributions, other than tax distributions which may occur in the future.

To the extent funds are legally available, NCLC will make cash distributions, which we refer to as “tax distributions,” to holders of the NCL Corporation Units (including the Management NCL Corporation Units) if ownership of the NCL Corporation Units gives rise to U.S. taxable income for the holder.

The U.S. taxable income attributable to NCLH’s ownership of NCL Corporation Units may be different from the relative U.S. taxable income attributable to the Management NCL Corporation Units.

In that case, tax distributions may be made on a non-pro rata basis with the holders of Management NCL Corporation Units possibly receiving relative tax distributions greater than the tax distributions received by NCLH.

Holders of NCL Corporation Units (including the Management NCL Corporation Units prior to exchange for ordinary shares of NCLH, as described below) may be entitled to recover on account of the economic interest represented by those units in a bankruptcy or other insolvency event of NCLC or NCLH (even if NCLH incurs debt or other claims that are senior to its ordinary shares).

In contrast, the rights of the holders of NCLH’s ordinary shares will be potentially junior to the debt or senior claims (if any) incurred by NCLH in a bankruptcy or other insolvency event.

In this respect, the NCL Corporation Units (including the Management NCL Corporation Units) may be considered, in some cases, to be potentially structurally superior to those of the holders of ordinary shares of NCLH in a bankruptcy or other insolvency event for NCLH and NCLC.

The exchange right described above is subject to (i) the filing and effectiveness of an applicable registration statement by NCLH that, in its determination, contains all the information which is required to effect a registered sale of its ordinary shares and (ii) all applicable legal and contractual restrictions.

NCLH has reserved for issuance a number of its ordinary shares corresponding to the number of Management NCL Corporation Units outstanding.

Norwegian Cruise Line Holdings Ltd. is a Bermuda limited company formed as a holding company in 2011, which owns 100% of the ordinary shares of NCL Corporation Ltd., a Bermuda limited company formed in 2003, with predecessors dating from 1966.

We are a

leading global cruise line operator, offering cruise experiences for travelers with a wide variety of itineraries in North America (including Alaska and Hawaii), the Mediterranean, the Baltic, Central America, Bermuda and the Caribbean.

We strive to offer an innovative and differentiated cruise vacation with the goal of providing our guests the highest levels of overall satisfaction on their cruise experience.

In turn, we aim to generate the highest guest loyalty and greatest numbers of repeat guests.

We created a distinctive style of cruising called “Freestyle Cruising” onboard all of our ships, which we believe provides our guests with the freedom and flexibility associated with a resort style atmosphere and experience as well as more dining options than a traditional cruise.

We established the very first private island developed by a cruise line in the Bahamas with a diverse offering of activities for guests.

We are also the only cruise line operator to offer an entirely inter-island itinerary in Hawaii.

We have been recognized as “Europe’s Leading Cruise Line” six years in a row, as well as both “Caribbean’s Leading Cruise Line” and “World’s Leading Large Ship Cruise Line” by the World Travel Awards.

As a result of our strong operating performance, the growing demand we see for our distinctive cruise offering and the rational supply outlook for the industry, we added new ships to our fleet.

In 2010, we launched a newbuild program for the next generation of Freestyle Cruising vessels.

We placed an order with Meyer Werft for two new cruise ships: Norwegian Breakaway, which was delivered in April 2013 and Norwegian Getaway, which was delivered in January 2014.

These ships are approximately 144,000 Gross Tons with 4,000 Berths.

As of January 31, 2014, we have the youngest fleet among the Major North American Cruise Brands as Norwegian Getaway joins Norwegian Breakaway as the latest generation of “Freestyle Cruising” ships and these ships include some of the most popular elements of our recently delivered ships together with new and differentiated features.

Our senior management team has delivered consistent growth and has driven measurable improvements in operating metrics and cash flow generation across several different operating environments.

Under the leadership of our President and Chief Executive Officer, Kevin M.

Sheehan, we significantly differentiated the Norwegian brand, largely with the “Freestyle Cruising” concept that accelerated revenue growth and contributed to improving our operating income margins by approximately 1,350 basis points since the beginning of 2008 through the end of 2013.

Our management team was augmented in key areas such as Sales, Marketing, Hotel Operations and Finance and has since implemented major initiatives such as enhancing onboard service and amenities across the fleet, expanding our European presence and overseeing a newbuild program that included the successful launches in April 2013 and January 2014 of our most innovative ships to date, Norwegian Breakaway and Norwegian Getaway.

We believe that the cruise industry demonstrates the following positive fundamentals:

Strong Growth with Low Penetration and Significant Upside

Cruising is a vacation alternative with broad appeal, as it offers a wide range of products and services to suit the preferences of vacationing guests of all ages, backgrounds and interests.

Cruising has been one of the fastest growing segments of the North American vacation market.

According to CLIA, 17.6 million passengers in 2013 took cruises on CLIA member lines versus 7.2 million passengers in 2000, representing a compound annual growth rate of approximately 7.1%.

Based on CLIA’s research, we believe that cruising is under-penetrated and represents approximately 12% of the North American vacation market.

In July 2009, a class action complaint was filed against NCL (Bahamas) [removed: Ltd.] [added: Ltd.,] in the United States District Court, Southern District of Florida, on behalf of a purported class of crew members alleging inappropriate deductions of their wages pursuant to the Seaman’s Wage Act and wrongful termination resulting in a loss of retirement benefits.

In February 2011, the plaintiffs filed a Motion for Reconsideration [removed: as to] [added: of] the Court’s Order on Class Certification which was denied.

The [removed: Plaintiffs’ have] [added: plaintiffs] filed a petition for a writ of certiorari in the United States Supreme Court seeking review of the appellate [removed: court’s decision.][added: court decision which was denied in March 2014.]

In May 2011, a class action complaint was filed against NCL (Bahamas) [removed: Ltd.] [added: Ltd.,] in the United States District Court, Southern District of Florida, on behalf of a purported class of crew members alleging inappropriate deductions of their wages pursuant to the Seaman’s Wage Act and breach of contract.

The matter was ordered to mediation on October 2014.

At that time, all outstanding claims brought on behalf of the known plaintiffs were resolved.

The matter was resolved at the Court ordered mediation in conjunction with the matter described above.

We intend to continue to vigorously defend this action and are not able at this time to estimate the impact of these proceedings.

We are vigorously defending this action and are not able at this time to estimate the impact of these proceedings.

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

| [added: |] x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2013][added: 2014]

| [added: |] ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| Bermuda | [removed: |] 98-0691007 |

| (State or other jurisdiction of incorporation or organization) | [removed: |] (I.R.S. Employer Identification No.) |

| Title of each class | [removed: |] Name of each exchange on which registered |

| Ordinary shares, par value $.001 per share | [removed: |] The NASDAQ Stock Market LLC |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: x]

| Large accelerated filer | [removed: | ¨ |] [added: x] | Accelerated filer | [removed: |] ¨ |

| Non-accelerated filer | [removed: | x] [added: ¨] (Do not check if a smaller reporting company) | [removed: |] Smaller reporting company | [removed: |] ¨ |

As of June [removed: 28, 2013,] [added: 30, 2014,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The NASDAQ Stock Market was [removed: $820.7 million.][added: $2.8 billion.]

There were [removed: 205,167,499] [added: 227,718,824] ordinary shares outstanding as of February [removed: 14, 2014.][added: 20, 2015.]

Portions of the Proxy Statement for the registrant’s [removed: 2014] [added: 2015] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2013,] [added: 2014,] are incorporated by reference in Part III herein.

| | | [removed: | |] Page | [removed: | |]

[removed: | [PART I](#tx662798_1) | | | | | | |][added: PART I]

| [removed: Item 1. | | [Business](#tx662798_2) | |] [added: [Item 1.](#a_002)] | [removed: 4] [added: [Business](#a_002)] | [added: 5] |

| [removed: Item 1A. |] [added: [Item 1A.](#a_003)] | [Risk [removed: Factors](#tx662798_3) | | | 25] [added: Factors](#a_003)] | [added: 24] |

| [removed: Item 1B. |] [added: [Item 1B.](#a_004)] | [Unresolved Staff [removed: Comments](#tx662798_4) | | | 35] [added: Comments](#a_004)] | [added: 34] |

| [removed: Item 2. | | [Properties](#tx662798_5) | |] [added: [Item 2.](#a_005)] | [removed: 35] [added: [Properties](#a_005)] | [added: 34] |

| [removed: Item 3. |] [added: [Item 3.](#a_006)] | [Legal [removed: Proceedings](#tx662798_6) | |] [added: Proceedings](#a_006)] | 35 | [removed: |]

| [removed: Item 4. |] [added: [Item 4.](#a_007)] | [Mine Safety [removed: Disclosures](#tx662798_7) | |] [added: Disclosures](#a_007)] | 35 | [removed: |]

| [removed: Item 5. |] [added: [Item 5.](#a_009)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx662798_9) | |] [added: Securities](#a_009)] | 36 | [removed: |]

| [removed: Item 6. |] [added: [Item 6.](#a_010)] | [Selected Financial [removed: Data](#tx662798_10) | | | 37] [added: Data](#a_010)] | [added: 38] |

| [removed: Item 7. |] [added: [Item 7.](#a_011)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx662798_11) | | | 38] [added: Operations](#a_011)] | [added: 39] |

| [removed: Item 7A. |] [added: [Item 7A.](#a_012)] | [Qualitative and Quantitative Disclosures about Market [removed: Risk](#tx662798_12) | | | 47] [added: Risk](#a_012)] | [added: 50] |

| [removed: Item 8. |] [added: [Item 8.](#a_013)] | [Financial Statements and Supplementary [removed: Data](#tx662798_13) | | | 47] [added: Data](#a_013)] | [added: 50] |

| [removed: Item 9. |] [added: [Item 9.](#a_014)] | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#tx662798_14) | | | 47] [added: Disclosure](#a_014)] | [added: 50] |

| [removed: Item 9A. |] [added: [Item 9A.](#a_015)] | [Controls and [removed: Procedures](#tx662798_15) | | | 47] [added: Procedures](#a_015)] | [added: 50] |

| [removed: Item 9B. |] [added: [Item 9B.](#a_016)] | [Other [removed: Information](#tx662798_16) | | | 48] [added: Information](#a_016)] | [added: 51] |

| [PART [removed: III](#tx662798_17) | | | |] [added: III](#a_017)] | | |

| [removed: Item 10. |] [added: [Item 10.](#a_018)] | [Directors, Executive Officers and Corporate [removed: Governance](#tx662798_18) | | | 49] [added: Governance](#a_018)] | [added: 54] |

| [removed: Item 11. |] [added: [Item 11.](#a_019)] | [Executive [removed: Compensation](#tx662798_19) | | | 49] [added: Compensation](#a_019)] | [added: 54] |

| [removed: Item 12. |] [added: [Item 12.](#a_020)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx662798_20) | | | 49] [added: Matters](#a_020)] | [added: 54] |

| [removed: Item 13. |] [added: [Item 13.](#a_021)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx662798_21) | | | 49] [added: Independence](#a_021)] | [added: 54] |

| [removed: Item 14. |] [added: [Item 14.](#a_022)] | [Principal Accounting Fees and [removed: Services](#tx662798_22) | | | 49] [added: Services](#a_022)] | [added: 54] |

| [removed: Item 15. |] [added: [Item 15.](#a_024)] | [Exhibits, Financial Statement [removed: Schedules](#tx662798_24) | | | 50] [added: Schedules](#a_024)] | [added: 55] |

[removed: Unless otherwise indicated or the context otherwise requires, references in this annual report to (i) the “Company,” “we,” “our” and “us” refer to, prior to the consummation of our IPO, NCL Corporation Ltd. and/or its subsidiaries and after our IPO, Norwegian Cruise Line Holdings Ltd., or “NCLH” and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd. and/or its subsidiaries, (iii) “Norwegian Cruise Line” or “Norwegian”] [added: Oceania also] refers to the [removed: Norwegian Cruise Line] brand [removed: and its predecessors] [added: Oceania Cruises] and [removed: “NCL America” or “NCLA”] [added: Regent also] refers to [removed: our U.S.-flagged operations, (iv)] [added: the brand Regent Seven Seas Cruises, (vii)] “Apollo” refers to Apollo Global Management, [removed: LLC and] [added: LLC,] its subsidiaries and the [added: affiliated funds it manages and the] “Apollo Funds” refers to one or more of AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., AAA [removed: Guarantor-Co-Invest] [added: Guarantor – Co-Invest] VI (B), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, [removed: L.P. and] [added: L.P.,] Apollo Overseas Partners (Germany) VI, L.P., [removed: (v)] [added: AAA Guarantor — Co-Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P., (viii)] “TPG Global” refers to TPG Global, LLC, “TPG” refers to TPG Global and its affiliates and the “TPG Viking Funds” refers to one or more of TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P., and TPG Viking AIV III, L.P. and/or certain other affiliated investment funds, each an affiliate of TPG, [removed: (vi)] [added: (ix)] “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates (formerly Star Cruises Limited and/or its [removed: affiliates) (Genting HK owns NCLH’s ordinary shares indirectly through Star NCLC Holdings Ltd. (“Star NCLC”)),] [added: affiliates),] and [removed: (vii)] [added: (x)] “Affiliate(s)” or “Sponsor(s)” refers to Genting HK, the Apollo Funds and/or the TPG Viking Funds.

References to the “U.S.” are to the United States of America, “dollars” or “$” are to U.S. [removed: dollars] [added: dollars, “U.K.” are to the United Kingdom] and “euros” or “€” are to the official currency of the Eurozone.

For further information about our non-GAAP financial measures including [added: detailed adjustments made in calculating our non-GAAP financial measures and] a reconciliation to the most directly comparable GAAP financial measure, we refer you to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.” [removed: Unless otherwise indicated, in this annual report, the following terms have the meanings set forth below:]

10-K 1 t1500098_10k.htm FORM 10-K

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| [PART II](#a_008) | | |

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| [PART IV](#a_023) | | |

| [Signatures](#a_025) | | 56 |

Unless otherwise indicated or the context otherwise requires, references in this annual report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries (including Prestige (as defined below), except for periods prior to the consummation of the Acquisition of Prestige (as defined below)), (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors and “NCL America” or “NCLA” refers to our U.S.-flagged operations, (v) “Prestige” refers to Prestige Cruises International, Inc., a Panamanian corporation, together with its consolidated subsidiaries, (vi) “PCH” refers to Prestige Cruise Holdings, Inc., Prestige’s direct wholly-owned subsidiary, which in turn is the parent of Oceania Cruises, Inc. (“Oceania”) and the parent of Seven Seas Cruises S.

DE R.L. (“Regent”).

This annual report includes certain non-GAAP financial measures, such as Net Revenue, Net Yield, Net Cruise Cost, Adjusted Net Yield, Adjusted Net Revenue, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS.

Definitions of these non-GAAP financial measures are included below.

Unless otherwise indicated, in this annual report, the following terms have the meanings set forth below:

| | • | _Acquisition of Prestige_. In November 2014, pursuant to the Merger Agreement, we acquired Prestige in a cash and stock transaction for total consideration of $3.025 billion, including the assumption of debt. The acquisition consideration is subject to an additional cash payment of up to $50 million upon achievement of certain 2015 revenue milestones. |

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| | • | Adjusted EPS. Adjusted Net Income divided by the number of diluted weighted-average shares. |

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| | • | _Adjusted Net Revenue_. Net Revenue adjusted for supplemental adjustments. |

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| | • | _Adjusted Net Yield_. Net Yield adjusted for supplemental adjustments. |

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| | • | _Breakaway Plus Class Ships_. The next generation of ships which are similar in design and innovation to Breakaway Class Ships. |

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| | • | _EPS_. Earnings per share. |

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10-K 1 d662798d10k.htm 10-K

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| [PART II](#tx662798_8) | | | | | | |

| [PART IV](#tx662798_23) | | | | | | |

| [Signatures](#tx662798_25) | | | | | 51 | |

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| | • | | _Adjusted EBITDA Margin_. Adjusted EBITDA as a percentage of total revenue. |

| | • | | _Adjusted EPS_. Diluted earnings (loss) per share adjusted for supplemental adjustments. |

| | • | | _Breakaway Plus Class Ships._ Norwegian Escape scheduled for delivery in the fourth quarter of 2015 and Norwegian Bliss scheduled for delivery in the first quarter of 2017. |

In 2013, CLIA expanded to include similar organizations outside of North America.

Today CLIA represents 63 global cruise brands which operate 95% of global cruise capacity.

| | • | | changes in cruise capacity, as well as capacity changes in the overall vacation industry; |

| | • | | intense competition from other cruise companies as well as non-cruise vacation alternatives which could affect our ability to compete effectively; |

| | • | | negative publicity surrounding the cruise industry; |

| | • | | the continued borrowing availability under our credit facilities and compliance with our financial covenants; |

| | • | | the impact of delays, costs and other factors resulting from emergency ship repairs as well as scheduled repairs, maintenance and refurbishment of our ships; |

| | • | | the delivery schedules and estimated costs of new ships on terms that are favorable or consistent with our expectations; |

| | • | | the impact of problems encountered at shipyards, as well as, any potential claim, impairment loss, cancellation or breach of contract in connection with our contracts with shipyards; |

| | • | | the uncertain political environment in countries where we operate; |

| | • | | the impact of weather and natural disasters; |

| | • | | accidents and other incidents affecting the health, safety, security and vacation satisfaction of guests or causing damage to ships, which could cause the modification of itineraries or cancellation of a cruise or series of cruises; |

| | • | | our ability to obtain insurance coverage on terms that are favorable or consistent with our expectations; |

| | • | | our ability to attract and retain key personnel and qualified shipboard crew, maintain good relations with employee unions, maintain or renegotiate our collective bargaining agreements on favorable terms and prevent any disruptions in work; |

| | • | | increases in our future fuel expenses related to implementing IMO regulations, which require the use of higher priced low sulfur fuels in certain cruising areas; |

| | • | | the implementation of regulations in the U.S. requiring U.S. citizens to obtain passports for travel to additional foreign destinations; and |

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

[removed: Our] [added: Norwegian Cruise Line’s] principal executive offices are located [removed: at 7665 Corporate Center Drive,] [added: in] Miami, Florida where we lease approximately 228,000 square feet of facilities.

[removed: We] [added: Norwegian] also [removed: lease] [added: leases] approximately (i) 24,300 square feet of office space in Sunrise, Florida for sales; (ii) 25,600 square feet of office space in Honolulu, Hawaii for administrative purposes; (iii) 9,600 square feet of office space in London, England for sales and marketing in the [removed: United Kingdom] [added: U.K.] and Ireland; (iv) 11,000 square feet of office space in Wiesbaden, Germany for sales and marketing in Europe; [removed: and] (v) 31,000 square feet of office space in Phoenix, Arizona for a call [removed: center.][added: center and (vi) 46,000 square feet for entertainment theatrical production in Tampa, Florida .]

In addition, [removed: we own] [added: Norwegian owns] a private island in the Bahamas, Great Stirrup Cay, which we utilize as a port-of-call on some of our itineraries.

In 2013, [removed: we] [added: Norwegian] purchased a future cruise destination in Belize which will be introduced in 2015.

Information about our cruise ships may be found under “—Our Competitive Strengths—Diversified Cruise Operator with High-Quality Product Offerings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

In January 2015, we amended our lease to include approximately 70,000 square feet of additional space.

Prestige’s principal executive office is located in Miami, Florida.

Prestige is party to three real property leases: in Miami, Florida, where we lease approximately 77,500 square feet for our executive office, in Omaha, Nebraska, where we lease approximately 17,600 square feet for our call center, and in Southampton, England, where we lease approximately 6,100 square feet for our international office.

We intend to sublease the current office space for Prestige’s executive offices to a third-party.

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| [Table of Contents](#a_toc) |

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Information about our cruise ships, including their size and primary areas of operation, as well as information regarding our cruise ships under construction, estimated expenditures and financing may be found under “Item 1—Business—Our Fleet” and “Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Capital Commitments.” Information about environmental regulations and issues that may affect our utilization and operation of cruise ships may be found under “Item 1—Business—Regulatory Issues—Health and Environment.”

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

| 35 |

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The table below sets forth the high and low sales prices of our ordinary shares as reported by the NASDAQ Global Select Market for [removed: 2013] [added: the two most recent years] by quarter:

| | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | |

As of February [removed: 14, 2014] [added: 20, 2015] there were [removed: 151] [added: 321] record holders of NCLH’s ordinary shares.

Since certain of [removed: its] [added: NCLH’s ordinary] shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.

Our debt agreements also impose restrictions on [added: the ability of] our [added: subsidiaries to pay distributions to NCLH and NCLH’s] ability to pay [removed: dividends.][added: dividends to its shareholders.]

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

_This performance graph shall not be deemed “soliciting material” or to be “filed” with the [removed: Securities and Exchange Commission] [added: SEC] for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of NCLH under the Securities Act of 1933, as amended, or the Exchange Act_.

The following graph shows a comparison (from January 18, 2013, the date our ordinary shares commenced trading on the NASDAQ Global Select Market, through December 31, [removed: 2013)] [added: 2014)] of the cumulative total return for our ordinary shares, the Standard & Poor’s 500 Composite Stock Index and the Dow Jones United States Travel and Leisure index.

The Stock Performance Graph assumes for comparison that the value of our ordinary shares and of each index was $100 [added: prior to the commencement of trading] on January 18, 2013.

[removed: ][added: ]

2014

| Fourth Quarter | | $ | 48.16 | | | $ | 30.44 | |

| Third Quarter | | | 38.05 | | | | 31.38 | |

| Second Quarter | | | 34.18 | | | | 29.08 | |

| First Quarter | | | 37.30 | | | | 31.61 | |

2013

| | | High | | | | Low | | |

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Purchases of Equity Securities by the Issuer

On April 29, 2014, NCLH’s Board of Directors authorized, and NCLH announced, a three-year share repurchase program for up to $500.0 million.

NCLH may make repurchases in the open market, in privately negotiated transactions, in accelerated repurchase programs or in structured share repurchase programs, and any repurchases may be made pursuant to Rule 10b5-1 plans.

There was no share repurchase activity during the three months ended December 31, 2014.

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| [Table of Contents](#a_toc) |

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Significant Changes

Except as identified in this annual report, no significant change in our financial condition has occurred since the date of the most recent consolidated audited financial statements contained in this annual report.

Prior to the year ended December 31, 2013, the financial statements are those of [removed: NCLC; however, we] [added: NCLC and they should be read in conjunction with those financial statements and the related notes as well as with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We] have retrospectively applied the exchange of ordinary shares due to the Corporate Reorganization as the effect is substantially the same as a stock split.

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

| | | [removed: As] [added: As] of or for the Year Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: (in] [added: (in] thousands, except share data, per share data and operating [removed: data)] [added: data)] | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| [removed: Statement] [added: Statement] of operations [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | |

| Total revenue | | $ | [removed: 2,570,294] [added: 3,125,881] | | | $ | [removed: 2,276,246] [added: 2,570,294] | | | $ | [removed: 2,219,324] [added: 2,276,246] | | | $ | [removed: 2,012,128] [added: 2,219,324] | | | $ | [removed: 1,855,204] [added: 2,012,128] | |

| Operating income | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | | | $ | [removed: 316,112] [added: 357,093] | | | $ | [removed: 230,609] [added: 316,112] | | | $ | [removed: 171,095] [added: 230,609] | |

| Net income (1) | | $ | [removed: 102,886] [added: 342,601] | | | $ | [removed: 168,556] [added: 102,886] | | | $ | [removed: 126,859] [added: 168,556] | | | $ | [removed: 22,986] [added: 126,859] | | | $ | [removed: 66,952] [added: 22,986] | |

| Net income attributable to non-controlling interest | | $ | [removed: 1,172] [added: 4,249] | | | $ | [removed: —] [added: 1,172] | | | $ | — | | | $ | — | | | $ | — | |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. (1) | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | | | $ | [removed: 126,859] [added: 168,556] | | | $ | [removed: 22,986] [added: 126,859] | | | $ | [removed: 66,952] [added: 22,986] | |

| Basic | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | | | $ | [removed: 0.71] [added: 0.95] | | | $ | [removed: 0.13] [added: 0.71] | | | $ | [removed: 0.38] [added: 0.13] | |

| Diluted | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | | | $ | [removed: 0.71] [added: 0.94] | | | $ | [removed: 0.13] [added: 0.71] | | | $ | [removed: 0.38] [added: 0.13] | |

| Weighted-average [removed: shares:] [added: shares outstanding:] | | | | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 202,993,839] [added: 206,524,968] | | | | [removed: 178,232,850] [added: 202,993,839] | | | | [removed: 177,869,461] [added: 178,232,850] | | | | [removed: 177,563,047] [added: 177,869,461] | | | | [removed: 174,856,765] [added: 177,563,047] | |

| Diluted | | | [removed: 209,239,484] [added: 212,017,784] | | | | [removed: 179,023,683] [added: 209,239,484] | | | | [removed: 178,859,720] [added: 179,023,683] | | | | [removed: 178,461,210] [added: 178,859,720] | | | | [removed: 175,275,440] [added: 178,461,210] | |

| [removed: Balance] [added: Balance] sheet [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | |

| Total assets | | $ | [removed: 6,650,978] [added: 11,573,077] | | | $ | [removed: 5,938,427] [added: 6,650,978] | | | $ | [removed: 5,562,411] [added: 5,938,427] | | | $ | [removed: 5,572,371] [added: 5,562,411] | | | $ | [removed: 4,819,837] [added: 5,572,371] | |

| Property and equipment, net | | $ | [removed: 5,647,670] [added: 8,623,773] | | | $ | [removed: 4,960,142] [added: 5,647,670] | | | $ | [removed: 4,640,093] [added: 4,960,142] | | | $ | [removed: 4,639,281] [added: 4,640,093] | | | $ | [removed: 3,836,127] [added: 4,639,281] | |

| Long-term debt, including current portion | | $ | [removed: 3,127,789] [added: 6,184,104] | | | $ | [removed: 2,985,353] [added: 3,127,789] | | | $ | [removed: 3,038,081] [added: 2,985,353] | | | $ | [removed: 3,204,085] [added: 3,038,081] | | | $ | [removed: 2,557,691] [added: 3,204,085] | |

| Total shareholders’ equity [removed: (2)] | | $ | [removed: 2,631,266] [added: 3,518,813] | | | $ | [removed: 2,018,784] [added: 2,631,266] | | | $ | [removed: 1,844,463] [added: 2,018,784] | | | $ | [removed: 1,740,526] [added: 1,844,463] | | | $ | [removed: 1,713,040] [added: 1,740,526] | |

| [removed: Operating data:] [added: Operating data:] | | | | | | | | | | | | | | | | | | | | |

| Passengers carried | | | [removed: 1,628,278] [added: 2,133,981] | | | | [removed: 1,503,107] [added: 1,628,278] | | | | [removed: 1,530,113] [added: 1,503,107] | | | | [removed: 1,404,137] [added: 1,530,113] | | | | [removed: 1,318,441] [added: 1,404,137] | |

| Passenger Cruise Days | | | [removed: 11,400,906] [added: 13,634,200] | | | | [removed: 10,332,914] [added: 11,400,906] | | | | [removed: 10,227,438] [added: 10,332,914] | | | | [removed: 9,559,049] [added: 10,227,438] | | | | [removed: 9,243,154] [added: 9,559,049] | |

| Capacity Days | | | [removed: 10,446,216] [added: 12,512,459] | | | | [removed: 9,602,730] [added: 10,446,216] | | | | [removed: 9,454,570] [added: 9,602,730] | | | | [removed: 8,790,980] [added: 9,454,570] | | | | [removed: 8,450,980] [added: 8,790,980] | |

| Occupancy Percentage | | | [removed: 109.1] [added: 109.0] | % | | | [removed: 107.6] [added: 109.1] | % | | | [removed: 108.2] [added: 107.6] | % | | | [removed: 108.7] [added: 108.2] | % | | | [removed: 109.4] [added: 108.7] | % |

As of and for the year ended December 31, 2014, includes the financial results of Prestige commencing on November 19, 2014, the date the Acquisition of Prestige was consummated (we refer you to the Notes to The Consolidated Financial Statements Note—4 “The Acquisition of Prestige”).

| EPS: | | | | | | | | | | | | | | | | | | | | |

| | (1) | In 2014, includes $138.0 million of expenses primarily associated with the Acquisition of Prestige (we refer you to our reconciliation of Net income to Adjusted Net Income in “Results of Operations” below). In 2013, includes $160.6 million of expenses associated with debt prepayments. In 2010, includes a loss of $33.1 million primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic. |

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The selected consolidated financial data presented below for the years 2009 through 2012 and as of the end of each such year are derived from NCLC’s consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

| | | | | | | | | | | | | | | | | | | | | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | |

| (1) | In 2013, includes $160.6 million of expenses associated with debt prepayments. In 2010, includes a loss of $33.1 million primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic. In 2009, includes foreign currency translation and interest rate swap losses of $9.6 million primarily due to fluctuations in the euro/U.S. dollar exchange rate. In 2009, these amounts were offset by the change in fair value of our fuel derivative contracts of $20.4 million. |

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| (2) | In 2009, NCLC received $100.0 million from its shareholders and issued 1,000,000 additional ordinary shares of $.0012 par value to its shareholders pro rata in accordance with their percentage ownership resulting in an aggregate 21,000,000 ordinary shares of $.0012 par value issued and outstanding as of December 31, 2009. |

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2013.][added: 2014.]

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and [removed: procedures.]

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2013] [added: 2014] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the [removed: Securities and Exchange Commission,] [added: SEC,] and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the [removed: 1992] [added: 2013] _Internal Control-Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2013.][added: 2014.]

PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, has issued an attestation report regarding its assessment of NCLH’s internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2013] [added: 2014] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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procedures.

The Acquisition of Prestige

On November 19, 2014, we acquired 100% of the equity of Prestige.

As permitted by the SEC commission staff interpretive guidance for newly acquired businesses, management has excluded the Prestige business from its assessment of internal control over financial reporting as of December 31, 2014 because it acquired Prestige in November 2014 (we are permitted to omit an assessment of an acquired business’s internal control over financial reporting from our assessment of internal controls for up to one year from the acquisition date).

Prestige is a wholly owned subsidiary whose total assets and total revenues represent 19.7% and 3.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

_Prestige Newbuild Loan Agreements_

As previously disclosed, NCLH funded a portion of the purchase price and related fees and expenses for the Acquisition of Prestige by assuming certain debt of Prestige and its subsidiaries.

The assumed debt included the Prestige Newbuild Loan Agreements (as defined below) which were amended in connection with the Acquisition of Prestige in order to, among other things, permit the existing term loans or commitments under each such agreement to remain outstanding following the Acquisition of Prestige, to add NCLC as a guarantor under each of the Prestige Newbuild Loan Agreements and to release Oceania and PCH from their guarantees of the Riviera Newbuild Loan Agreement and Marina Newbuild Loan Agreement (each as defined below) and Regent and PCH from their guarantees of the Explorer Newbuild Loan Agreement (as defined below).

The below summarizes the principal terms of the Prestige Newbuild Loan Agreements, as amended in connection with the Acquisition of Prestige.

_Riviera Newbuild Loan Agreement_

On July 18, 2008, Riviera New Build, LLC, a wholly-owned subsidiary of Oceania, entered into a loan facility with Calyon and Société Générale, as Mandated Lead Arrangers and Calyon, as Agent and SACE Agent, and the banks and financial institutions lenders party thereto, providing for borrowings to finance the delivery of the Oceania Riviera (the “Riviera Newbuild Loan

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Agreement”).

Riviera New Build, LLC’s obligations under the Riviera Newbuild Loan Agreement were guaranteed by Oceania and PCH prior to the Acquisition and are now guaranteed by NCLC as of the closing of the Acquisition of Prestige on November 19, 2014.

The Riviera Newbuild Loan Agreement is also 95% guaranteed to the lenders by Servizi Assicurativi del Commercio Estero (“SACE”).

On April 27, 2012, Oceania took delivery of the Oceania Riviera and concurrently borrowed $539.0 million on the loan facility.

The Riviera Newbuild Loan Agreement matures on April 27, 2024, on the twelfth anniversary of the delivery date of the ship.

The proceeds of the Riviera Newbuild Loan Agreement were used to finance 80% of the construction contract for the Oceania Riviera, the settlement of related euro foreign currency hedges and the balance of the export credit agency fee.

Riviera New Build, LLC is required to make 24 semi-annual principal payments on the loan commencing six months after the draw-down date of April 27, 2012.

Borrowings under the Riviera Newbuild Loan Agreement are pre-payable in whole or in part without penalty.

The interest rate for borrowings under the Riviera Newbuild Loan Agreement is based on six-month LIBOR plus a margin of 0.55%.

The Riviera Newbuild Loan Agreement contains financial covenants, consisting of requirements for NCLC to maintain a minimum liquidity balance at all times, a maximum total net funded debt to total capitalization ratio at all times, and certain other ratios.

The Riviera Newbuild Loan Agreement also contains negative covenants that are customary for credit facilities of this type.

Events of default include, among others, the failure to pay principal and interest when due, a material breach of representation or warranty, covenant defaults, events of bankruptcy and change of control.

The ship, the Oceania Riviera, certain interests relating to the ship, and the equity interests of Riviera New Build, LLC are pledged as collateral for the aforementioned debt.

_Marina Newbuild Loan Agreement_

On July 18, 2008, Marina New Build, LLC, a wholly-owned subsidiary of Oceania, entered into a loan facility with Calyon and Société Générale, as Mandated Lead Arrangers and Calyon, as Agent and SACE Agent, and the banks and financial institutions lenders party thereto, providing for borrowings to finance the delivery of the Oceania Marina (“Marina Newbuild Loan Agreement”).

Marina New Build, LLC’s obligations under the Marina Newbuild Loan Agreement were guaranteed by Oceania and PCH prior to the Acquisition of Prestige and are now guaranteed by NCLC as of the closing of the Acquisition of Prestige on November 19, 2014.

The Marina Newbuild Loan Agreement is also 95% guaranteed to the lenders by SACE.

On January 19, 2011, Oceania took delivery of the Oceania Marina and concurrently borrowed $535.7 million on the loan facility.

The Marina Newbuild Loan Agreement matures on January 19, 2023, the twelfth anniversary of the delivery date of the ship.

Similar to the Riviera Newbuild Loan Agreement, the proceeds of the Marina Newbuild Loan Agreement were used to finance 80% of the construction contract for the Marina, the settlement of related euro foreign currency hedges and the balance of the export credit agency fee.

Marina New Build, LLC is required to make 24 semi-annual principal payments on the loan commencing six months subsequent to the draw-down date of January 19, 2011.

Borrowings under the Marina Newbuild Loan Agreement are pre-payable in whole or in part without penalty.

The interest rate for borrowings under the Marina Newbuild Loan Agreement is based on six-month LIBOR plus a margin of 0.55%.

The Marina Newbuild Loan Agreement contains financial covenants, including requirements for NCLC to maintain a minimum liquidity balance at all times, a maximum total net funded debt to total capitalization ratio at all times, and certain other ratios.

The Marina Newbuild Loan Agreement also contains negative covenants that are customary for credit facilities of this type.

Events of default include, among others, the failure to pay principal and interest when due, a material breach of representation or warranty, covenant defaults, events of bankruptcy and change of control.

The ship, the Oceania Marina, certain interests relating to the ship, and the equity interests of Marina New Build, LLC are pledged as collateral for the aforementioned debt.

_Explorer Newbuild Loan Agreement_

On July 31, 2013, Explorer New Build, LLC, a wholly-owned subsidiary of Regent, entered into a loan facility with Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc and KFW IPEX-Bank GmbH, as Joint Mandated Lead Arrangers and Crédit Agricole Corporate and Investment Bank, as Agent, SACE Agent and Security Trustee, and the banks and financial institutions lenders party thereto, providing for borrowings of up to $440.0 million with a syndicate of financial institutions to finance 80% of the construction contract for the Seven Seas Explorer_,_ the settlement of related euro foreign currency hedges and the export credit agency fee (the “Explorer Newbuild Loan Agreement,” and collectively with the Riviera Newbuild Loan Agreement and the Marina Newbuild Loan Agreement, the “Prestige Newbuild Loan Agreements”).

The twelve-year fully amortizing loan requires semi-annual principal and interest payments commencing six months following the draw-down date.

Borrowings under the Explorer Newbuild Loan Agreement will bear interest, at the election of Explorer New Build, LLC, at either (i) a fixed rate of 3.43% per year, or (ii) six month LIBOR plus a margin of 2.80% per year.

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Apollo Global Management, LLC (“Apollo”) has provided notice to us that, as of October 24, 2013, certain investment funds managed by affiliates of Apollo beneficially owned approximately 22% of the limited liability company interests of CEVA Holdings, LLC (“CEVA”).

Under the limited liability company agreement governing CEVA, certain investment funds managed by affiliates of Apollo hold a majority of the voting power of CEVA and have the right to elect a majority of the board of CEVA.

CEVA may be deemed to be under common control with us, but this statement is not meant to be an admission that common control exists.

As a result, it appears that we are required to provide disclosures as set forth below pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) and Section 13(r) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Apollo has informed us that CEVA has provided it with the information below relevant to Section 13(r) of the Exchange Act.

The disclosure below does not relate to any activities conducted by us and does not involve us or our management.

The disclosure relates solely to activities conducted by CEVA and its consolidated subsidiaries.

We have not independently verified or participated in the preparation of the disclosure below.

“Through an internal review of its global operations, CEVA has identified the following transactions in an Initial Notice of Voluntary Self-Disclosure that CEVA filed with the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) on October 28, 2013.

CEVA’s review is ongoing.

CEVA will file a further report with OFAC after completing its review.

The internal review indicates that, in February 2013, CEVA Freight Holdings (Malaysia) SDN BHD (“CEVA Malaysia”) provided customs brokerage for export and local haulage services for a shipment of polyethylene resin to Iran shipped on a vessel owned and/or operated by HDS Lines, also an SDN.

The revenues and net profits for these services were approximately $779.54 USD and $311.13 USD, respectively.

In September 2013, CEVA Malaysia provided customs brokerage services for the import into Malaysia of fruit juice from Alifard Co. in Iran via HDS Lines.

The revenues and net profits for these services were approximately $227.41 USD and $89.29 USD, respectively.

These transactions violate the terms of internal CEVA compliance policies, which prohibit transactions involving Iran.

Upon discovering these transactions, CEVA promptly launched an internal investigation, and is taking action to block and prevent such transactions in the future.

CEVA intends to cooperate with OFAC in its review of this matter.”

PART III.

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of [removed: the Annual Report] [added: this annual report] on Form 10-K and except as disclosed below with respect to our Code of Business Conduct and Ethics, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2013] [added: 2014] in connection with our [removed: 2014] [added: 2015] Annual General Meeting of Shareholders.

This document is posted on our website at [removed: _www.investor.ncl.com_.][added: _www.nclhltdinvestor.com_.]

We intend to disclose waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officers or controller and persons performing similar functions, by posting such information on our website [removed: _www.investor.ncl.com_] [added: _www.nclhltdinvestor.com_] to the extent required by applicable rules of the [removed: Securities and Exchange Commission] [added: SEC] and The NASDAQ Stock Market LLC.

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2013] [added: 2014] in connection with our [removed: 2014] [added: 2015] Annual General Meeting of Shareholders.

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2013] [added: 2014] in connection with our [removed: 2014] [added: 2015] Annual General Meeting of Shareholders.

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2013] [added: 2014] in connection with our [removed: 2014] [added: 2015] Annual General Meeting of Shareholders.

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2013] [added: 2014] in connection with our [removed: 2014] [added: 2015] Annual General Meeting of Shareholders.

[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

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[removed: #####] [added: |] [Table of [removed: Contents](#toc)][added: Contents](#a_toc) |]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this [removed: Annual Report] [added: annual report] on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February [removed: 21, 2014.][added: 27, 2015.]

| [added: |] NORWEGIAN CRUISE LINE HOLDINGS LTD. | | [removed: |]

| [removed: Title:] | [added: Title:] | President and Chief Executive Officer |

Each person whose signature appears below constitutes and appoints [removed: Kevin M.][added: Frank J.]

Flanders, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all [removed: amendment] [added: amendments] to this [removed: Annual Report] [added: annual report] on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the [removed: Securities and Exchange Commission,] [added: SEC,] granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

| /s/ [removed: Kevin M. Sheehan] [added: Frank J. Del Rio] | | President and Chief Executive Officer | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Wendy A. Beck | | Executive Vice President and Chief Financial Officer | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Adam M. Aron | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ John Chidsey | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Kevin Crowe | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ David Chua Ming Huat | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Steve Martinez | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Karl Peterson | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Walter L. Revell | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ F. Robert Salerno | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| /s/ Robert Seminara | | Director | | February [removed: 21, 2014] [added: 27, 2015] |

| [removed: Exhibit Number] [added: Exhibit Number] | | Description of Exhibit |

| [removed: 4.2] [added: 4.3] | | Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579)) |

| [added: 10.18] | | [added: Ninth Supplemental Deed, dated June 21, 2013 to $334.1 million Norwegian Jewel Loan dated as of April 20, 2004 (as amended), by and among Norwegian Jewel Limited, NCL Corporation Ltd., as] guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as manager, HSBC Bank PLC, as agent and trustee, Commerzbank Aktiengesellschaft, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) + |

| 10.32 | | Second Supplemental Deed, dated April 24, 2008, to €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit [removed: 4.70] [added: 10.1] to [removed: NCL Corporation] [added: Norwegian Cruise Line Holdings] Ltd.’s [removed: annual report on] Form [removed: 20-F] [added: 10-Q] filed on [removed: April 7, 2009] [added: May 1, 2014] (File No. [removed: 333-128780)) +] [added: 001-35784))] |

| [removed: 10.42] [added: 10.53] | | [removed: Shipbuilding Contract for Hull No. S.692,] [added: First Amendment,] dated [removed: September 24,] [added: December 21,] 2010, [added: to €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010,] by and among [removed: Meyer Werft GMBH,] Breakaway Two, Ltd. and [added: a syndicate of international banks and a related Guarantee by] NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 10.56] [added: 10.59] to amendment no. 2 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on January 31, 2011 (File No. 333-170141)) [removed: +] |

| [removed: 10.48] [added: 10.50] | | €529.8 million Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.57 to amendment no. 4 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on June 9, 2011 (File No. 333-170141)) + |

| [removed: 10.49] [added: 10.51] | | First Amendment, dated May 31, 2012, to €529.8 million Breakaway One Credit Agreement, dated November 18, 2010, as amended, by and among Breakaway One, Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 10.13 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| [removed: 10.50] [added: 10.52] | | €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.58 to amendment no. 4 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on June 9, 2011 (File No. 333-170141)) + |

| [removed: 10.51] [added: 10.59] | | [removed: First Amendment, dated December 21, 2010, to €529.8] [added: €126.1] million [removed: Breakaway Two] [added: Norwegian Jewel] Credit Agreement, dated [removed: as of] November 18, 2010, by and among [removed: Breakaway Two, Ltd.] [added: Norwegian Jewel Limited] and a syndicate of international banks and [removed: a] related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 10.59] [added: 10.61] to amendment no. [removed: 2] [added: 4] to NCL Corporation Ltd.’s registration statement on Form S-1 filed on [removed: January 31,] [added: June 9,] 2011 (File No. 333-170141)) [added: +] |

| [removed: 10.52] [added: 10.54] | | Second Amendment, dated May 31, 2012, to €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 10.14 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| [removed: 10.53] [added: 10.55] | | €126.1 million Pride of Hawai’i Credit Agreement, dated November 18, 2010, by and among Pride of Hawaii, LLC and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.60 to amendment no. 4 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on June 9, 2011 (File No. 333-170141)) + |

| [removed: 10.54] [added: 10.56] | | First Amendment, dated November 29, 2011, to €126.1 million Pride of Hawai’i Credit Agreement, dated November 18, 2010, as amended, by and among Pride of Hawaii, LLC and a syndicate of international banks (incorporated herein by reference to Exhibit 4.59 to NCL Corporation Ltd.’s annual report on Form 20-F filed on February 22, 2012 (File No. 333-128780)) |

| [removed: 10.55] [added: 10.57] | | Second Amendment, dated May 31, 2012, to €126.1 million Pride of Hawai’i Credit Agreement, dated November 18, 2010, as amended, by and among Pride of Hawaii, LLC and a syndicate of international banks (incorporated herein by reference to Exhibit 10.15 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| [removed: 10.56] [added: 10.58] | | Third Supplemental Deed, dated June 21, 2013 to €126.1 million Pride of Hawai’i Credit Agreement dated as of November 18, 2010 (as amended), by and among Pride of Hawaii, LLC, NCL Corporation Ltd., as guarantor, KFW IPEX-Bank GmbH, as facility agent, collateral agent and Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) + |

| [removed: 10.57] [added: 10.61] | | [added: Second Amendment, dated May 31, 2012, to] €126.1 million Norwegian Jewel Credit Agreement, dated November 18, 2010, [added: as amended,] by and among Norwegian Jewel Limited and a syndicate of international banks [removed: and related Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 10.61 to amendment no. 4] [added: 10.16] to NCL Corporation Ltd.’s [removed: registration statement] [added: report] on Form [removed: S-1] [added: 6-K] filed on [removed: June 9, 2011] [added: November 2, 2012] (File No. [removed: 333-170141))] [added: 333-128780))] + |