Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2015 vs FY2014

In connection with the forward-looking statements that appear in this annual report, you should also carefully review the cautionary statement referred to under “Cautionary Statement Concerning [removed: Forward-Looking] [added: Forward Looking] Statements.”_

[removed: _As a result of the Acquisition of Prestige we may not be able] [added: _Our inability] to [added: recruit or] retain [removed: key] [added: qualified] personnel or [removed: recruit additional qualified personnel, which could] [added: the loss of key personnel may] materially adversely affect our business, financial condition and results of [removed: operations and require us to incur substantial additional costs to recruit replacement personnel._][added: operations._]

[added: We] have historically and may in the future enter into ship construction contracts denominated in [removed: euros.][added: euros or other foreign currencies.]

While we have entered into foreign currency [removed: swaps and collar options] [added: derivatives] to manage a portion of the currency risk associated with such contracts, we are exposed to fluctuations in the euro exchange rate for the portions of the ship construction contracts that have not been hedged.

Additional risks include [removed: interest rate movements,] imposition of trade barriers, restrictions on repatriation of 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.

Fuel expense accounted for [removed: 16.8%] [added: 13.5%] of our total cruise operating expense for the year ended December 31, [removed: 2014,] [added: 2015,] compared to [removed: 18.3%] [added: 16.8%] and [removed: 19.2%] [added: 18.3%] for the same periods in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.

We believe there remains significant opportunity to expand our passenger sourcing into major markets, such as Europe and Australia, as well as into emerging markets in the Asia Pacific region and [removed: may undertake such expansion efforts at any time] [added: we are] in the [removed: future.][added: process of such expansion efforts.]

Our level of indebtedness could limit cash flow available for our operations and could adversely affect our financial condition, [added: results of] operations, prospects and flexibility.

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

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

This could intensify [added: certain of] the risks described above._

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

In the event that these distribution channels are adversely impacted by an economic downturn, or by other factors, this could reduce the distribution channels [added: available for us to market and sell our cruises and we could be forced to increase the use of alternative distribution channels we are not accustomed to.]

_We rely on third parties to provide hotel management services for certain [removed: of our] ships and certain other services, and we are exposed to risks facing such providers.

We rely on external third parties to provide hotel management services for certain [removed: of our] ships and certain other services that are vital to our business.

The demand for our cruises is seasonal, with [added: the] greatest demand for cruises generally occurring during the [added: Northern Hemisphere’s] summer months.

_Adverse incidents involving cruise ships [removed: and our ability to obtain adequate insurance coverage] may adversely affect our business, financial condition and results of operations._

There can be no assurance that all [added: of our] risks are fully insured against or that any particular claim will be fully [removed: paid.][added: paid by our insurance.]

If we were to sustain significant losses in the future, our ability to obtain insurance coverage [added: at all] or [removed: coverage] at commercially reasonable rates could be materially adversely affected.

We carry limited business interruption insurance for certain [removed: of our] shoreside operations, subject to limitations, exclusions and deductibles.

If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train [added: our employees to operate any of these new systems, our business could suffer.]

Currently, we are a party to [removed: six] [added: eight] collective bargaining agreements.

[removed: Three] [added: Two] of these agreements are in effect through [added: 2016 and three through] 2017.

We believe and have taken the position that our income that is considered to be derived from the international operation of ships as well as certain income that is considered to be incidental to such income (“shipping income”), is exempt from U.S. federal income taxes under Section [removed: 883 of the Code,] [added: 883,] based upon certain assumptions as to shareholdings and other information as more fully described in “Item 1—Business—Taxation.” The provisions of Section 883 [removed: of the Code] are subject to change at any time, possibly with retroactive effect.

Moreover, the exemption for shipping income is only available for years in which NCLH will satisfy complex stock ownership tests or the publicly traded test under Section 883 [removed: of the Code] as described in “Item 1—Business— Taxation—Exemption of International Shipping Income under Section 883 of the Code.” There are factual circumstances beyond our control, including changes in the direct and indirect owners of NCLH’s ordinary shares, which could cause us or our subsidiaries to lose the benefit of this tax exemption.

[added: Finally, any changes in our] operations could significantly increase our exposure to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1—Business—Taxation”), and we can give no assurances on this matter.

If we or any of our subsidiaries were not to qualify for the exemption under Section [removed: 883 of the Code,] [added: 883,] our or such subsidiary’s U.S.-source income would be subject to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1— Business— Taxation).

However, as discussed above, there are factual circumstances beyond our control that could cause NCLH to not meet the stock ownership or [removed: publically] [added: publicly] traded tests.

For example, legislation has been proposed in the past that would eliminate the benefits of the exemption from U.S. federal income tax under Section 883 [removed: of the Code] and subject all or a portion of our [removed: shipping income to taxation in the United States.]

[added: shipping income to taxation in the U.S.] Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law including exemption of branch profits and dividend withholding taxes under the U.S. – U.K. Income Tax Treaty on income derived in respect of our U.S.–flagged operation.

The U.S. Environmental Protection Agency, the IMO (a United Nations agency with responsibility for the safety and security of shipping and the prevention of marine pollution by ships), the Council of the European Union and individual [added: countries and U.S.] states are considering, as well as implementing, new laws and rules to manage cruise ship [added: operations and] waste.

MARPOL regulations have established special [removed: Emission Control Areas (“ECAs”)] [added: ECAs] with stringent limitations on sulfur and nitrogen oxide emissions.

Ships operating in designated ECAs (which include the Baltic Sea, the North Sea/English Channel, and many of the waters within 200 nautical miles of the U.S. and Canadian coasts including the Hawaiian Islands; waters surrounding Puerto Rico and the U.S. Virgin Islands have been included as of January 2014) are generally expected to meet the new [added: sulfur oxide] emissions limits through the use of low-sulfur fuels.

It is possible that other states, countries or ports of call that our ships regularly visit may also decide to assess new [added: taxes or fees or change existing taxes or fees specifically applicable to the cruise industry and its employees and/or guests, which could increase our operating costs and/or could decrease the demand for cruises.]

| | • | [removed: that] a majority of [removed: its] [added: independent directors on NCLH’s] Board of [removed: Directors consists of independent directors;] [added: Directors;] |

| | • | [removed: that NCLH have] a [removed: nominating/corporate] [added: nominating and] governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; [added: and] |

| | • | [removed: that NCLH have] a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and [removed: responsibilities; and] [added: responsibilities.] |

[removed: Accordingly, its] [added: During this transition period, NCLH’s] shareholders [removed: do] [added: may] not have the same protections afforded to shareholders of companies that are subject to [removed: a national securities exchange’s general] [added: all of the Nasdaq] corporate governance [removed: requirements (without giving effect to the “controlled company” exemptions of NASDAQ).][added: requirements.]

Additionally, NCLH’s bye-laws contain provisions that prevent third parties, other than the Apollo [removed: Funds,] [added: Holders,] the TPG Viking Funds and Genting HK, from acquiring beneficial ownership of more than 4.9% of its outstanding shares without the consent of NCLH’s Board of Directors and provide for the lapse of rights, and sale, of any shares acquired in excess of that limit.

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_Our hedging strategies may not be cost-effective or adequately protect us from increased costs related to changes in fuel prices._

In order to manage risks associated with the variable market prices of fuel, we routinely hedge a portion of our future fuel requirements.

However, our hedging program may not be successful in mitigating higher fuel costs, and any price protection provided may be limited due to market conditions, including choice of hedging instruments, breakdown of correlation between hedging instrument and market price of fuel and failure of hedge counterparties.

To the extent that we use hedge contracts that have the potential to create an obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit our ability to benefit fully from lower fuel costs in the future.

There can be no assurance that our hedging arrangements will be cost-effective, will provide any particular level of protection against rises in fuel prices or that our counterparties will be able to perform under our hedging arrangements.

Additionally, deterioration in our financial condition could negatively affect our ability to enter into new hedge contracts in the future.

_Our inability to obtain adequate insurance coverage may adversely affect our business, financial condition and results of operations._

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_Fluctuations in foreign currency exchange rates could adversely affect our financial results._

We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. dollar; most significantly a portion of our revenue and expenses are denominated in foreign currencies, particularly British pound, Canadian dollar, euro and Australian dollar.

Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period.

The strengthening of the U.S. dollar against our other major currencies may adversely affect our U.S. dollar financial results and will reduce the U.S. dollar amount received upon conversion of these currencies into U.S. dollars.

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 in order to maintain our current business and support our projected growth.

We need to hire and train a considerable number of qualified crew members to staff the ships that will be joining our fleet in the coming years.

This may require significant efforts on the part of our management team, and our inability to hire a sufficient number of qualified crew members would adversely affect our business.

Our 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 materially adversely affect us.

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The remaining three are set to expire in March and June of 2018.

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_Although NCLH is no longer a “controlled company” within the meaning of the rules of Nasdaq since the completion of the Secondary Equity Offering in May 2015, during a one-year transition period, NCLH may continue to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are subject to those corporate governance requirements._

Prior to the Secondary Equity Offering in May 2015, the Sponsors controlled a majority of NCLH’s voting ordinary shares and, as a result, NCLH was a “controlled company” under Nasdaq rules and elected not to comply with certain Nasdaq corporate governance requirements.

Following the Secondary Equity Offering in May 2015, the Sponsors no longer control more than 50% of NCLH’s voting ordinary shares and, consequently, NCLH is no longer considered a “controlled company.” As a result, NCLH is subject to additional governance requirements under Nasdaq rules, including the requirements to have:

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The Nasdaq rules provide for phase-in periods for these requirements, but we must be fully compliant with the requirements within one year of the date on which we ceased to be a “controlled company.” Currently, NCLH does not have a majority of independent directors on its Board of Directors and only two of the three members of its nominating and governance committee and its compensation committee are independent.

In addition, NCLH may not be able to attract and retain the number of independent directors needed to comply with Nasdaq rules during the transition period.

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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.

Difficulties associated with integration could have a material adverse effect on our business, financial condition and results of operations.

_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.

Any failure to attract and retain key personnel could have a material adverse effect on our business, financial condition and results of operations.

Because some of our expenses are incurred in foreign currencies, we are exposed to exchange rate risks.

We

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Neither our Sponsors nor any of their respective affiliates has any continuing obligation to provide us with debt or equity financing.

Past acts of terrorism and piracy have had an adverse effect on tourism, travel and the availability of air service and other forms of transportation.

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the [added: Northern Hemisphere’s] summer months.

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

| | • | 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 charges, certain port expenses and the costs associated with shore excursions and hotel [removed: accomodations] [added: accommodations] included as part of the overall cruise purchase price. |

| | • | 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 [removed: shore excursions,] [added: gaming,] beverage sales and [removed: gaming.] [added: shore excursions.] |

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

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

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

If we reduced our estimated average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2014] [added: 2015] would have [added: increased by $10.0 million.]

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $36.5] [added: $49.2] million.

As of December 31, [removed: 2014,] [added: 2015,] our annual review [added: consisting of the Step 0 and Step I Test] supports the carrying value of these assets.

See “Terms Used in this Annual Report” for the [removed: definition] [added: definitions] of these non-GAAP financial measures.

As our business includes the sourcing of passengers and deployment of vessels outside of [removed: North America,] [added: the U.S.,] a portion of our revenue and expenses are denominated in foreign currencies, particularly [added: British pound, Canadian dollar,] euro and [removed: British Pound sterling,] [added: Australian dollar] which are subject to fluctuations in currency exchange rates versus our reporting currency, the U.S. dollar.

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

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

We [removed: use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance, and we] believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, [removed: forecasting,] [added: forecasting] and analyzing future periods.

The [removed: charges] [added: amounts] excluded in the presentation of [removed: Adjusted Net Income and Adjusted EPS] [added: these non-GAAP financial measures] may vary from period to period; accordingly, our presentation of Adjusted Net [added: Revenue, Adjusted Net Yield, Adjusted Net] Income and Adjusted EPS may not be indicative of future adjustments or results.

Summary of Significant [removed: 2014] [added: 2015] Events

| | · | In [removed: January,] [added: October,] we took delivery of Norwegian [removed: Getaway.] [added: Escape.] |

[removed: | | · | In July, we entered into agreements with Meyer Werft for two additional] [added: We have three other] Breakaway Plus Class Ships [added: on order with Meyer Werft shipyard] for delivery in the spring of [added: 2017, spring of] 2018 and [removed: the] fall of 2019. [removed: |]

Total revenue increased [removed: 21.6%] [added: 39.0%] to [removed: $3.1] [added: $4.3] billion for the year ended December 31, [removed: 2014] [added: 2015] compared to [removed: $2.6] [added: $3.1] billion for the year ended December 31, [removed: 2013.][added: 2014.]

Net Revenue for the year ended December 31, [removed: 2014] [added: 2015] increased [removed: 25.0%] [added: 37.9%] to [removed: $2.4] [added: $3.3] billion from [removed: $1.9] [added: $2.4] billion in the same period in [removed: 2013] [added: 2014] with an improvement in both Net Yield of [removed: 4.3%] [added: 17.4%] and Capacity Days of [removed: 19.8%.][added: 17.5%.]

For the year ended December 31, [removed: 2014,] [added: 2015,] we had net income attributable to NCLH and diluted EPS of [removed: $338.4] [added: $427.1] million and [removed: $1.62,] [added: $1.86,] respectively.

Operating income increased [removed: 27.0%] [added: 39.7%] to [removed: $502.9] [added: $702.5] million for the year ended December 31, [removed: 2014] [added: 2015] from [removed: $395.9] [added: $502.9] million for the year ended December 31, [removed: 2013.][added: 2014.]

We had Adjusted Net Income and Adjusted EPS of [removed: $480.6] [added: $662.7] million and [removed: $2.27,] [added: $2.88,] respectively, for the year ended December 31, [removed: 2014,] [added: 2015,] which includes [removed: $138.0] [added: $235.5] million of adjustments primarily consisting of [removed: $57.5 million of] expenses related to the Acquisition of Prestige, [removed: $28.3 million of expenses related to] non-cash [removed: 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] [added: compensation] and [removed: $12.6 million related to the amortization of intangible assets.][added: certain other adjustments.]

A [removed: 35.6%] [added: 39.8%] improvement in Adjusted EBITDA was achieved for the same period primarily due to the increase in net [removed: income.][added: income and EBITDA.]

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total revenue | | $ | [removed: 3,125,881] [added: 4,345,048] | | | $ | [removed: 2,570,294] [added: 3,125,881] | | | $ | [removed: 2,276,246] [added: 2,570,294] | |

| Total cruise operating expense | | $ | [removed: 1,946,624] [added: 2,655,449] | | | $ | [removed: 1,657,659] [added: 1,946,624] | | | $ | [removed: 1,478,433] [added: 1,657,659] | |

| Operating income | | $ | [removed: 502,941] [added: 702,486] | | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | |

| Basic | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | |

| Diluted | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | |

| Commissions, transportation and other | | | [removed: 16.1] [added: 17.6] | % | | | [removed: 17.7] [added: 16.1] | % | | | [removed: 18.0] [added: 17.7] | % |

| Onboard and other | | | [removed: 7.2] [added: 6.3] | % | | | [removed: 7.6] [added: 7.2] | % | | | [removed: 7.7] [added: 7.6] | % |

| Payroll and related | | | [removed: 14.5] [added: 15.3] | % | | | [removed: 13.3] [added: 14.5] | % | | | [removed: 12.9] [added: 13.3] | % |

| Fuel | | | [removed: 10.4] [added: 8.3] | % | | | [removed: 11.8] [added: 10.4] | % | | | [removed: 12.5] [added: 11.8] | % |

| Food | | | [removed: 5.4] [added: 4.1] | % | | | [removed: 5.3] [added: 5.4] | % | | | [removed: 5.5] [added: 5.3] | % |

| Other | | | [removed: 8.7] [added: 9.5] | % | | | [removed: 8.8] [added: 8.7] | % | | | [removed: 8.4] [added: 8.8] | % |

| Total cruise operating expense | | | [removed: 62.3] [added: 61.1] | % | | | [removed: 64.5] [added: 62.3] | % | | | [removed: 65.0] [added: 64.5] | % |

| Marketing, general and administrative | | | [removed: 12.9] [added: 12.8] | % | | | [removed: 11.7] [added: 12.9] | % | | | [removed: 11.0] [added: 11.7] | % |

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We use the Step 0 Test which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the fair value of a reporting unit is less than its carrying value.

In order to make this evaluation, we consider the following circumstances:

| | · | General macroeconomic conditions such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; |

| | · | Industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; |

| | · | Changes in cost factors that have a negative effect on earnings and cash flows; |

| | · | Overall financial performance (for both actual and expected performance); |

| | · | Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and |

| | · | Share price (in both absolute terms and relative to peers). |

If a material change occurred, we may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value, including goodwill.

This is called the Step I Test which consists of a combined approach using the expected future cash flows and market multiples to determine the fair value of the reporting units.

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In addition, Adjusted Net Revenue and Adjusted Net Yield, which excludes certain business combination accounting entries, are non-GAAP financial measures that we believe are useful as supplemental measures in evaluating the performance of our operating business and provide greater transparency into our results of operations.

We use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance.

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| | · | In December, the Apollo Holders and Genting HK sold 10,342,055 ordinary shares of NCLH in a Secondary Equity Offering. In August and May, the Selling Shareholders sold an aggregate of 40,000,000 ordinary shares of NCLH in Secondary Equity Offerings. In March, Genting HK and the TPG Viking Funds sold 12,500,000 ordinary shares of NCLH in a Secondary Equity Offering. The Company did not receive any proceeds from these Secondary Equity Offerings. As of December 31, 2015, the approximate relative ownership percentages of NCLH’s ordinary shares were as follows: the Apollo Holders (15.8%), Genting HK (11.1%), the TPG Viking Funds (2.4%), and public shareholders (70.7%). |

| | · | In accordance with NCLH’s $500.0 million share repurchase program, NCLH may make repurchases in the open market, in privately negotiated transactions, or pursuant to accelerated share repurchase programs or structured share repurchase programs, and any repurchases may be made pursuant to Rule 10b5-1 plans. As of December 31, 2015, we have approximately $313.5 million of shares that may yet be repurchased under the program. |

| | · | We have expanded our international presence. We began with the announcement of our redeployment of Norwegian Star to the Australasia region which was followed by the opening of our sales office in Sydney, Australia that services our three brands. We also opened sales and marketing offices in Shanghai, Beijing, Hong Kong, China and Brazil. We announced our plans to introduce the first purpose-built ship customized for the China market in 2017. |

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| Passenger ticket | | | 72.0 | % | | | 69.6 | % | | | 69.4 | % |

| Onboard and other | | | 28.0 | % | | | 30.4 | % | | | 30.6 | % |

| Passengers carried | | | 2,164,404 | | | | 1,933,044 | | | | 1,917,501 | | | | 1,628,278 | |

| Passenger ticket revenue | | $ | 3,129,075 | | | $ | 3,203,661 | | | $ | 2,176,153 | | | $ | 2,079,610 | | | $ | 2,081,105 | | | $ | 1,784,439 | |

| Onboard and other revenue | | | 1,215,973 | | | | 1,215,973 | | | | 949,728 | | | | 934,576 | | | | 934,922 | | | | 785,855 | |

| | 36 | |

| | | 2015 | | | | | | | | 2014 | | | | | | | | | | | | 2013 | | |

| | | As Reported | | | | Constant Currency | | | | As Reported | | | | Norwegian Stand-alone | | | | Norwegian Stand-alone Constant Currency | | | | As Reported | | |

| Commissions, transportation and other expense | | | 765,298 | | | | 783,891 | | | | 503,722 | | | | 471,981 | | | | 474,466 | | | | 455,816 | |

| Onboard and other expense | | | 272,802 | | | | 272,802 | | | | 224,000 | | | | 218,033 | | | | 218,379 | | | | 195,526 | |

| Crew expenses (2) | | | 10,154 | | | | 10,154 | | | | 7,693 | | | | 7,693 | | | | 7,693 | | | | — | |

| Severance payments and other fees (5) | | | 17,580 | | | | 17,580 | | | | — | | | | — | | | | — | | | | — | |

| Management NCL Corporation Units exchange expenses (6) | | | 624 | | | | 624 | | | | — | | | | — | | | | — | | | | — | |

| Contingent consideration adjustment (8) | | | (43,400 | ) | | | (43,400 | ) | | | — | | | | — | | | | — | | | | — | |

| Contract termination expenses (9) | | | 3,319 | | | | 3,319 | | | | — | | | | — | | | | — | | | | — | |

| Capacity Days | | | 14,700,990 | | | | 14,700,990 | | | | 12,512,459 | | | | 12,252,155 | | | | 12,252,155 | | | | 10,446,216 | |

| | (5) | Severance payments and other expenses related to restructuring costs and other severance arrangements, which are included in marketing, general and administrative expense. |

| | (6) | Expenses related to the exchange of Management NCL Corporation Units for ordinary shares, which are included in marketing, general and administrative expense. |

| | (8) | Contingent consideration fair value adjustment related to the Acquisition of Prestige, which is included in marketing, general and administrative expense. |

| | (9) | Contract termination expenses related to the Acquisition of Prestige, which are included in other cruise operating expense. |

| | 37 | |

| 39 |

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| [Table of Contents](#a_toc) |

increased by $7.3 million.

| 40 |

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

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

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

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

| | · | 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. |

| | · | 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. |

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.

| 41 |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Passenger ticket | | | 70.8 | % | | | 70.6 | % | | | 70.5 | % |

| Onboard and other | | | 29.2 | % | | | 29.4 | % | | | 29.5 | % |

| 42 |

| Passengers carried | | | 2,133,981 | | | | 2,118,438 | | | | 1,628,278 | | | | 1,503,107 | |

| Passenger ticket revenue | | $ | 2,212,547 | | | $ | 2,116,004 | | | $ | 2,117,499 | | | $ | 1,815,869 | | | $ | 1,814,397 | | | $ | 1,604,563 | |

| Onboard and other revenue | | | 913,334 | | | | 898,182 | | | | 898,528 | | | | 754,425 | | | | 754,425 | | | | 671,683 | |

| 43 |

| Non-cash compensation payroll and related (2) | | | 7,693 | | | | 7,693 | | | | 7,693 | | | | — | | | | — | | | | — | |

| 44 |

| Non-cash compensation payroll and related (2) | | | 7,693 | | | | 7,693 | | | | — | | | | — | |

| 45 |

| 46 |

increased 3.5%.

Total revenue increased 12.9% to $2.6 billion in 2013 compared to $2.3 billion in 2012.

Total cruise operating expense increased 12.1% in 2013 compared to 2012 primarily due to an increase in Capacity Days, expenses related to planned Dry-docks and fuel expense, partially offset by the timing of certain expenses.

The increase in fuel expense was primarily the result of a 1.7% increase in the average fuel price to $675 per metric ton in 2013 from $664 in 2012.

Total other operating expense increased 17.3% in 2013 compared to 2012 primarily due to non-cash expenses related to share-based compensation recognized upon the realization of our IPO, the timing of certain expenses and depreciation expense related to the addition of Norwegian Breakaway.

Adjusted Net Cruise Cost Excluding Fuel per Capacity Day increased 3.6% and 3.4% on an as reported and Constant Currency basis, respectively, mainly due to the timing of certain expenses.

Interest expense, net increased to $282.6 million in 2013 from $189.9 million in 2012 primarily due to $160.6 million of expenses associated with debt prepayments partially offset by lower interest rates resulting from the benefits from the redemption of higher rate debt and refinancing transactions.

Income tax expense increased to $11.8 million in 2013 from $0.7 million in 2012 primarily due to the change in our U.S. tax status from a partnership to a corporation in connection with our IPO.

| 47 |

The 2012 balance included net income of $168.6 million and $6.0 million related to the premium received from the issuance of $100.0 million of senior unsecured notes.

As of December 31, 2014, anticipated capital expenditures together with amounts for ship construction and related export credit financing were as follows (in thousands, based on the euro/U.S. dollar exchange rate as of December 31, 2014):

| | | Full Year | | | | | | | | | | |

| | | 2015 | | | | 2016 | | | | 2017 | | |

| Ship construction | | $ | 975,782 | | | $ | 648,378 | | | $ | 891,064 | |

As of December 31, [removed: 2014,] [added: 2015,] we had interest rate swap agreements to [removed: modify] [added: hedge] our exposure to interest rate movements and to manage our interest expense.

As of December 31, [removed: 2014, 53%] [added: 2015, 56%] of our debt was fixed and [removed: 47%] [added: 44%] was variable, which includes the effects of the interest rate swaps.

The notional amount of outstanding debt associated with the interest rate swap agreements as of December 31, [removed: 2014] [added: 2015] was [removed: $1.3 billion.][added: $715.9 million.]

Based on our December 31, [removed: 2014] [added: 2015] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $28.9] [added: $28.2] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2014,] [added: 2015,] 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.

These derivatives hedge the foreign currency exchange rate risk on a portion of the [removed: final] payments on our ship construction contracts.

The payments not hedged aggregate [removed: €2.6] [added: €1.3] billion, or [removed: $3.1] [added: $1.4] billion based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2014.][added: 2015.]

We estimate that a 10% change in the euro as of December 31, [removed: 2014] [added: 2015] would result in a [removed: $316.3] [added: $146.1] 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: 16.8%, 18.3%] [added: 13.5%, 16.8%] and [removed: 19.2%] [added: 18.3%] for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2014,] [added: 2015,] we had hedged approximately [removed: 68%, 55%, 39%] [added: 60%, 56%, 49%] and [removed: 8%] [added: 32%] of our [removed: 2015,] 2016, [removed: 2017 and] [added: 2017,] 2018 [added: and 2019] projected metric tons of fuel purchases, respectively.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2015] [added: 2016] fuel expense by [removed: $22.8] [added: $21.9] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $13.0] [added: $7.0] million.

NCLH is a [removed: diversified cruise operator of] leading global cruise [removed: lines spanning market segments from contemporary to luxury under] [added: company which operates] the Norwegian, Oceania [added: Cruises] and Regent brands.

In January 2008, the Apollo [removed: Funds] [added: Holders] acquired 50% of the outstanding ordinary share capital of NCLC.

As part of this investment, the Apollo [removed: Funds] [added: Holders] assumed control of NCLC’s Board of Directors.

Also, in January 2008, the TPG Viking Funds acquired, in the aggregate, 12.5% of NCLC’s outstanding share capital from the Apollo [removed: Funds.][added: Holders.]

[removed: On] [added: In] January [removed: 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 [removed: estimated] expenses, of approximately $473.9 million.

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

NCLH had not, prior to the completion of the Corporate Reorganization, conducted any activities other than those incidental to its formation and to prepare for the Corporate Reorganization and [added: the] IPO.

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 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 [added: and similar extraordinary events.]

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

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

The information that appears on our websites is not part of, and is not incorporated by reference into this annual report or any other report [added: or document] filed with or furnished to the SEC.

[removed: Norwegian] [added: NCLH] Business Overview

[added: Norwegian is an innovator in cruise travel with 14 ships that have been purpose-built to consistently deliver the] “Freestyle Cruising” [added: product, which] offers [added: freedom,] flexibility and choice to our guests who prefer to dine when they want, with whomever they want and without having to dress formally.

[removed: Orders] [added: We] have [removed: been placed] [added: orders] with Meyer Werft [added: shipyard] for [removed: four] [added: three] Breakaway Plus Class Ships for delivery in the [removed: fall of 2015,] spring of 2017, spring of 2018 and fall of 2019.

These ships will be the largest in [removed: Norwegian’s fleet at] [added: our fleet, reaching] approximately 164,600 Gross [removed: Tons and up to 4,200 Berths.][added: Tons.]

Oceania [added: Cruises] is ranked as one of the world’s best cruise lines by Condé Nast [removed: Traveler,] [added: Traveler and] Travel + [removed: Leisure, and Cruise Critic.][added: Leisure.]

Oceania [added: Cruises’] ships received “Best Dining,” “Best Public Rooms” and “Best Cabins” from Cruise Critic Cruisers’ Choice Awards in [removed: 2014.][added: 2015.]

In November 2014, we [removed: purchased] [added: acquired] a ship from a third party to join the Oceania [added: Cruises’] fleet which will be named Sirena.

After its current [added: Bareboat] Charter ends in March 2016, we will extensively refurbish the ship to [removed: Oceania standards and it will be a sister ship to the R-class ships.][added: meet our standards.]

[removed: Regent offers a luxury all-inclusive cruise vacation experience, including free] [added: Regent’s offerings typically include] air transportation, a pre-cruise hotel night [removed: stay,] [added: stay (for concierge level and above),] premium wines and top shelf liquors, gratuities and unlimited shore excursions.

The brand operates three [removed: award-winning, all-suite] [added: award-winning] ships, totaling 1,890 [removed: Berths that include imaginative itineraries to approximately 300 ports worldwide.][added: Berths.]

[removed: During 2015,] [added: Most recently,] Regent [added: Seven Seas Cruises] won the “Best Cruise Ship, Luxury” award, for Seven Seas [removed: Mariner] [added: Mariner,] and the “Best Cruise Line, Luxury” award from the TravAlliance Travvy Awards.

Regent [added: Seven Seas Cruises] also won the [removed: 2014] [added: 2015] National Association of Career Travel Agents “Luxury Cruise [removed: Line”] [added: Line Partner] of the [removed: year.][added: Year” award.]

[added: We also have a contract with Fincantieri shipyard to build] Seven Seas Explorer [removed: is expected] to be delivered in the summer of 2016.

| Ship(1) | | [removed: |] Year Delivered | | [removed: |] Primary Areas of Operation | |

| Norwegian Getaway | | [removed: |] 2014 | | [removed: | Caribbean] [added: Europe, Caribbean, Bahamas] | |

| Norwegian Breakaway | | [removed: |] 2013 | | [removed: |] Bermuda, [removed: Caribbean] [added: Caribbean, Bahamas] | |

| Norwegian Epic | | [removed: |] 2010 | | [removed: |] Europe | |

| Norwegian Gem | | [removed: |] 2007 | | [removed: |] Bahamas, Bermuda, Caribbean, Canada, New England | |

| Norwegian Jade | | [removed: |] 2006 | | [removed: |] Europe | |

| Norwegian Pearl | | [removed: |] 2006 | | [removed: |] Alaska, Bahamas, Caribbean, Pacific Coastal, Panama Canal | |

| Norwegian Jewel | | [removed: |] 2005 | | [removed: |] Alaska, Bahamas, Caribbean, Pacific Coastal, Panama [removed: Canal] [added: Canal, Mexico] | |

| Pride of America | | [removed: |] 2005 | | [removed: |] Hawaii | |

| Norwegian Dawn | | [removed: |] 2002 | | [removed: |] Bermuda, Caribbean, Canada, New England | |

| Norwegian Star | | [removed: |] 2001 | | [removed: |] Bermuda, Caribbean, [removed: Europe] [added: Europe, Asia, Australia, New Zealand] | |

| Norwegian Sun | | [removed: |] 2001 | | [removed: |] Caribbean, [removed: Alaska] [added: Alaska, Mexico, South America, Pacific Coastal] | |

| Norwegian Sky | | [removed: |] 1999 | | [removed: |] Bahamas | |

| Norwegian Spirit | | [removed: |] 1998 | | [removed: |] Caribbean, [added: Bahamas,] Europe | |

| Oceania Riviera | | [removed: |] 2012 | | [removed: |] Caribbean, Mediterranean, Black Sea | |

| Oceania Marina | | [removed: |] 2011 | | [removed: | Pacific Coastal,] South America, Baltic, [removed: Mediterranean] [added: Mediterranean, Panama Canal, South Pacific] | |

NCLH is a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.

We have 22 ships with approximately 45,000 Berths and will introduce five additional ships through 2019.

Our ships currently offer itineraries to more than 510 destinations worldwide.

The Sponsors have completed numerous Secondary Equity Offerings and as of December 31, 2015 owned 29.3% of NCLH’s ordinary shares.

| | 5 | |

NCLH is a Bermuda limited company formed as a holding company in 2011, with predecessors dating from 1966.

With a combined fleet of 22 ships with approximately 45,000 Berths, these brands offer itineraries to more than 510 destinations worldwide including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii.

Norwegian’s U.S.-flagged ship, Pride of America, provides the industry’s only entirely inter-island itinerary in Hawaii.

In October 2015, Norwegian took delivery of our largest ship to date, Norwegian Escape.

We will introduce five additional ships through 2019: Regent’s Seven Seas Explorer, on order for delivery in the summer of 2016; three Breakaway Plus Class Ships on order for deliveries to the Norwegian fleet in the spring of 2017, spring of 2018 and fall of 2019; and a ship we acquired from a third party to join the Oceania Cruises’ fleet, which will be named Sirena.

After its current Bareboat Charter ends in March 2016, we will extensively refurbish Sirena to our standards.

Sirena is a sister ship to the R-Class ships currently in the Oceania Cruises’ fleet and will be placed in service in the spring of 2016.

These additions to our fleet will increase our total Berths to approximately 59,000.

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

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

Certain ships in Norwegian’s fleet offer The Haven by Norwegian (“The Haven”), a luxurious, key-card access enclave that has spacious accommodations with suites as large as 1,345 square feet and offers a “ship within a ship” experience.

In 2015, Norwegian was named “Europe’s Leading Cruise Line” for the eighth consecutive year, as well as “Caribbean’s Leading Cruise Line” for the third time and “World’s Leading Large Ship Cruise Line” for the fourth straight year by the World Travel Awards.

Oceania Cruises offers the finest cuisine at sea and immersive destination experiences with destination-rich itineraries spanning the globe.

Oceania Cruises operates a fleet of five mid-size ships, including two 1,250-Berth O-Class ships, and three 684-Berth R-Class ships.

Regent Seven Seas Cruises is an all-inclusive cruise line which provides all-suite accommodations, round-trip air transportation, highly personalized service, acclaimed cuisine, fine wines and spirits, Wi-Fi, sightseeing excursions in every port and other amenities included in the cruise fare.

Our Fleet

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

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Norwegian | | | | | |

| Norwegian Escape | | 2015 | | Caribbean, Bahamas | |

| | 6 | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Oceania Cruises | | | | | |

| | | | | | |

| Regent | | | | | |

| | (1) | The table does not include the three Breakaway Plus Class Ships on order for delivery to the Norwegian fleet in the spring of 2017, spring of 2018 and fall of 2019 nor does it include the Seven Seas Explorer on order for delivery to the Regent fleet in the summer of 2016 or Sirena which will be placed in service to the Oceania Cruises’ fleet in the spring of 2016. |

Rich Stateroom Mix

Norwegian’s suites range from two bedroom family suites to penthouses and owner suites, as well as three bedroom Garden Villas measuring up to 6,694 square feet.

In addition, eight of Norwegian’s ships offer The Haven, a key-card access enclave on the upper decks with luxurious suite accommodations, exclusive amenities, and 24/7 butler and concierge service.

The Haven suites surround a private courtyard with pool, hot tubs, sundeck, fitness center and steam rooms.

Onboard Norwegian Epic and Breakaway Class Ships, The Haven also includes a private lounge and fine dining restaurant.

Norwegian Escape, the newest and first of the Breakaway Plus Class Ships, offers the largest Haven complex to date with new outdoor fine dining providing expansive ocean views.

The spacious and elegant accommodations on Oceania Cruises’ five award-winning ships, the 684-Berth Regatta, Insignia and Nautica, and the 1,250-Berth Marina and Riviera, range from 160-square foot inside staterooms to opulent 2,030-square foot Owner’s Suites.

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.

In August 2013, December 2013 and March 2014, the Sponsors completed the Secondary Equity Offerings.

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.

| 5 |

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| [Table of Contents](#a_toc) |

and similar extraordinary events.

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

On August 19, 2013, NCLH filed a registration statement with the SEC to register on a continuous basis the issuance of the ordinary shares received by the holders of Management NCL Corporation Units who elected to exchange.

Our Sponsors

Apollo

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

As of December 31, 2014, Apollo had assets under management of $160.0 billion invested in its private equity, credit and real estate businesses.

Investment funds managed by Apollo also have current and past investments in other travel and leisure companies, including Caesars Entertainment, Great Wolf Resorts, Vail Resorts, AMC Entertainment, Wyndham International and other hotel properties.

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

TPG

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

TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings.

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.

Genting HK

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

Its headquarters are located in Hong Kong and it is represented in more than 20 locations worldwide, with offices and representatives in Asia, Australia, Europe and the U.S. Genting HK currently has a fleet of six ships, which offer various cruise itineraries in the Asia Pacific region.

We are incorporated under the laws of Bermuda.

Our Industry and Competition

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

The contemporary segment generally includes cruises on larger ships that last seven days or less, provide a casual ambiance and are less expensive on average than the premium or luxury segment cruises.

The premium segment is generally characterized by cruises that last from seven to 14 nights with a higher quality product offering than the contemporary segment, appealing to a more affluent demographic.

The luxury segment generally offers the highest level of service and quality, with longer cruises on the smallest ships.

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

| 6 |

In classifying Norwegian’s competitors within the Major North American Cruise Brands, the contemporary segment has historically included Carnival Corporation and Royal Caribbean Cruises.

The premium segment has historically included Celebrity Cruises, Holland America and Princess Cruises.

We believe that Norwegian straddles the contemporary and premium segments and offers a combination of value and leisure services to cruise guests.

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.

In the normal course of our business, various [removed: other] claims and lawsuits have been filed or are pending against us.

In 2015, the Alaska Department of Environmental Conservation issued Notices of Violations to major cruise lines that operated in the state of Alaska, including NCLH, for alleged violations of the Alaska Marine Vessel Visible Emission Standards that occurred over the last several years.

We are cooperating with the Alaska Department of Environmental Conservation and conducting our own internal investigation into these matters.

However, we do not believe the ultimate outcome will have a material impact on our financial condition, results of operations or cash flows.

In July 2009, a class action complaint was filed against NCL (Bahamas) 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 December 2010, the Court denied the plaintiffs’ Motion for Class Certification.

In February 2011, the plaintiffs filed a Motion for Reconsideration of the Court’s Order on Class Certification which was denied.

The Court tried six individual plaintiffs’ claims, and in September 2012 awarded wages aggregating approximately $100,000 to such plaintiffs.

In October 2013, the United States Court of Appeals for the Eleventh Circuit affirmed the Court’s rulings as to the denial of class certification and the trial verdict.

The plaintiffs filed a petition for a writ of certiorari in the United States Supreme Court seeking review of the appellate court decision which was denied in March 2014.

The matter was ordered to mediation on October 2014.

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

In May 2011, a class action complaint was filed against NCL (Bahamas) 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.

In July 2012, this action was stayed by the Court pending the outcome of the litigation commenced with the class action complaint filed in July 2009.

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

10-K 1 [removed: t1500098_10k.htm] [added: t1600485_10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2014][added: 2015]

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. [removed: x]

As of June 30, [removed: 2014,] [added: 2015,] 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 [removed: NASDAQ] [added: Nasdaq] Stock Market was [removed: $2.8] [added: $7.5] billion.

There were [removed: 227,718,824] [added: 227,310,627] ordinary shares outstanding as of February [removed: 20, 2015.][added: 24, 2016.]

Portions of the Proxy Statement for the registrant’s [removed: 2015] [added: 2016] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2014,] [added: 2015,] are incorporated by reference in Part III herein.

| [Item 1A.](#a_003) | [Risk Factors](#a_003) | [removed: 24] [added: 20] |

| [Item 1B.](#a_004) | [Unresolved Staff Comments](#a_004) | [removed: 34] [added: 28] |

| [Item 2.](#a_005) | [Properties](#a_005) | [removed: 34] [added: 29] |

| [Item 3.](#a_006) | [Legal Proceedings](#a_006) | [removed: 35] [added: 29] |

| [Item 4.](#a_007) | [Mine Safety Disclosures](#a_007) | [removed: 35] [added: 29] |

| [Item 5.](#a_009) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#a_009) | [removed: 36] [added: 30] |

| [Item 6.](#a_010) | [Selected Financial Data](#a_010) | [removed: 38] [added: 31] |

| [Item 7.](#a_011) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_011) | [removed: 39] [added: 32] |

| [Item 7A.](#a_012) | [Qualitative and Quantitative Disclosures about Market Risk](#a_012) | [removed: 50] [added: 43] |

| [Item 8.](#a_013) | [Financial Statements and Supplementary Data](#a_013) | [removed: 50] [added: 43] |

| [Item 9.](#a_014) | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](#a_014) | [removed: 50] [added: 43] |

| [Item 9A.](#a_015) | [Controls and Procedures](#a_015) | [removed: 50] [added: 43] |

| [Item 9B.](#a_016) | [Other Information](#a_016) | [removed: 51] [added: 44] |

| [Item 10.](#a_018) | [Directors, Executive Officers and Corporate Governance](#a_018) | [removed: 54] [added: 45] |

| [Item 11.](#a_019) | [Executive Compensation](#a_019) | [removed: 54] [added: 45] |

| [Item 12.](#a_020) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a_020) | [removed: 54] [added: 45] |

| [Item 13.](#a_021) | [Certain Relationships and Related Transactions, and Director Independence](#a_021) | [removed: 54] [added: 45] |

| [Item 14.](#a_022) | [Principal Accounting Fees and Services](#a_022) | [removed: 54] [added: 45] |

| [Item 15.](#a_024) | [Exhibits, Financial Statement Schedules](#a_024) | [removed: 55] [added: 46] |

| [Signatures](#a_025) | | [removed: 56] [added: 47] |

Unless otherwise indicated or the context otherwise requires, references in this [removed: 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) [removed: “Norwegian Cruise Line” or] “Norwegian” refers to the Norwegian Cruise Line brand and its [removed: predecessors and “NCL America” or “NCLA” refers to our U.S.-flagged operations,] [added: predecessors,] (v) “Prestige” refers to Prestige Cruises International, Inc., [removed: 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. [removed: (“Oceania”)] [added: (“Oceania Cruises”)] and [removed: the parent of] Seven Seas Cruises S.

[removed: Oceania] [added: DE R.L. (“Regent”) (Oceania Cruises] also refers to the brand [removed: Oceania Cruises] [added: by the same name] and Regent also refers to the brand Regent Seven Seas [removed: Cruises,] [added: Cruises),] (vii) “Apollo” refers to Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages and the “Apollo [removed: Funds”] [added: Holders”] 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 Guarantor [removed: –] [added: —] 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, L.P., Apollo Overseas Partners (Germany) VI, L.P., 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 [removed: AIV III,] [added: AIV-III,] L.P. and/or certain other affiliated investment funds, each an affiliate of TPG, (ix) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates (formerly Star Cruises Limited and/or its [removed: affiliates),] [added: affiliates) (Genting HK owns NCLH’s ordinary shares indirectly through Star NCLC Holdings Ltd., its wholly-owned subsidiary (“Star NCLC”)),] and (x) “Affiliate(s)” or “Sponsor(s)” refers to [removed: Genting HK,] the Apollo [removed: Funds] [added: Holders, Genting HK] and/or the TPG Viking Funds.

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

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

Unless otherwise [removed: indicated,] [added: 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. [removed: The acquisition consideration is subject to an additional cash payment of up to $50 million upon achievement of certain 2015 revenue milestones.] |

| | • | [removed: Adjusted EPS.] [added: _Adjusted EPS_.] Adjusted Net Income divided by the number of diluted weighted-average [removed: shares.] [added: shares outstanding.] |

| | • | [removed: _Charter_.] [added: _Bareboat Charter_.] The hire of a ship for a specified period of [removed: time.] [added: time whereby no crew or provisions are provided by the Company.] |

| | • | _Norwegian Stand-alone_. Results of operations excluding consolidation of [added: the] results of Prestige. |

| | • | _Regent Seven Seas Transaction_. The transaction that closed on January 31, 2008, pursuant to which PCH purchased substantially all of the assets of Regent Seven Seas Cruises, Inc. and the equity of certain [removed: of its] affiliated companies and joint ventures from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. |

| | • | _Secondary Equity Offering(s)._ Secondary public offering(s) of NCLH’s ordinary [removed: shares in March 2014, December 2013 and August 2013.] [added: shares.] |

Certain statements in this annual report constitute forward-looking statements [added: within the meaning of the U.S. federal securities laws] intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.

Examples of these risks, uncertainties and other factors include, but are not limited [removed: to:][added: to the impact of:]

| | • | [removed: the] adverse [removed: impact of] general economic [removed: conditions] and related factors, such as fluctuating or increasing levels of unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; |

| | 1 | |

_O-Class ship._ Oceania Cruises’ fleet consists of the O-Class ships, Marina and Riviera, with 1,250 Berths each.

| | • | _R-Class ship_. Oceania Cruises’ fleet consists of the R-Class ships, Regatta, Insignia and Nautica, with 684 Berths each. |

| | • | _Selling Shareholders_. Certain of the Apollo Holders, the TPG Viking Funds and Star NCLC. |

| | 2 | |

| | • | adverse incidents involving cruise ships; |

| | • | our hedging strategies; |

| | • | our inability to obtain adequate insurance coverage; |

| | 3 | |

| | • | fluctuations in foreign currency exchange rates; |

| | • | our inability to recruit or retain qualified personnel or the loss of key personnel; |

| | • | our reliance on exemptions from certain corporate governance requirements during a one-year transition period; and |

| | 4 | |

| --- | --- | --- |

| | | | |

DE R.L. (“Regent”).

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| | • | _Major North American Cruise Brands_. Norwegian Cruise Line, Carnival Cruise Lines, Royal Caribbean International, Holland America, Princess Cruises and Celebrity Cruises. |

| | • | _R-Class ship and O-Class ship_. Oceania operates five ships. The R-Class ships are highly-rated five-star ships featuring country club style accommodations. The O-Class ships feature private balconies in 95% of staterooms. |

| | • | _Selling Shareholders_. Certain of the Apollo Funds and Star NCLC Holdings Ltd. (“Star NCLC”). Genting HK owns NCLH’s ordinary shares indirectly through Star NCLC, its wholly-owned subsidiary. |

| | • | _Upscale Segment_. The combination of the upper premium and luxury segments of the cruise industry. |

| 2 |

| | • | the effects of costs incurred in connection with the Acquisition of Prestige; |

| | • | the ability to realize, or delays in realizing, the anticipated benefits of the Acquisition of Prestige; |

| | • | the assumption of certain potential liabilities relating to Prestige’s business; |

| | • | the diversion of management’s attention away from operations as a result of the integration of Prestige’s business; |

| | • | the effect that the Acquisition of Prestige may have on employee relations and on our ability to retain key personnel; |

| 3 |

| | • | the effect of adverse incidents involving cruise ships and our ability to obtain adequate insurance coverage; |

| | • | the control of our business by our Sponsors; and |

| 4 |

| | 28 | |

| --- | --- | --- |

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

[removed: In January] [added: During] 2015, we amended our lease to include approximately [removed: 70,000] [added: 99,000] square feet of additional space.

[removed: Norwegian also leases] [added: We lease] 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) [removed: 9,600] [added: 10,300] square feet of office space in [removed: London,] [added: Southampton,] England for sales and marketing in the U.K. and Ireland; (iv) 11,000 square feet of office space in Wiesbaden, Germany for sales and marketing in Europe; (v) 31,000 square feet of office space in Phoenix, Arizona for a call [removed: center and] [added: center;] (vi) [removed: 46,000] [added: 17,600] square feet [added: in Omaha, Nebraska] for [removed: entertainment theatrical production] [added: a call center; and (vii) 46,000 square feet of warehouse space] in Tampa, Florida [removed: .][added: for entertainment theatrical production.]

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

[removed: In 2013, Norwegian] [added: We] purchased a future cruise destination in Belize which will be introduced in [removed: 2015.][added: 2016.]

Information about our cruise ships may be found under “Item 1.

Business—Our Fleet” and “Item.

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We also have a lease of approximately 77,500 square feet for Prestige’s former executive offices in Miami, Florida which we intend to sublease to a third party.

Additionally, we lease a number of international offices throughout Europe, Asia, South America and Australia to administer our brand operations globally.

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.”

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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[added: NCLH’s ordinary shares are listed on the Nasdaq Global Select Market under the symbol “NCLH.”] The table below sets forth the high and low sales prices of our ordinary shares as reported by the [removed: NASDAQ] [added: Nasdaq] Global Select Market for the two most recent years by quarter:

As of February [removed: 20, 2015] [added: 24, 2016] there were [removed: 321] [added: 302] record holders of NCLH’s ordinary shares.

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

[removed: There was no share] [added: Share] repurchase activity during the three months ended December 31, [removed: 2014.][added: 2015 was as follows:]

The following graph shows a comparison (from January 18, 2013, the date our ordinary shares commenced trading on the [removed: NASDAQ] [added: Nasdaq] Global Select Market, through December 31, [removed: 2014)] [added: 2015)] 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.

[removed: ][added: ]

2015

| Fourth Quarter | | $ | 64.27 | | | $ | 53.46 | |

| Third Quarter | | | 63.22 | | | | 50.00 | |

| Second Quarter | | | 57.55 | | | | 48.03 | |

| First Quarter | | | 55.35 | | | | 42.55 | |

| Period | | Total Number of Shares Purchased as Part of a Publicly Announced Program (1) | | | | Average Price Paid per Share | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in thousands) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| October 1, 2015 - October 31, 2015 | | | — | | | $ | — | | | $ | 413,335 | |

| November 1, 2015 - November 30, 2015 | | | 757,056 | | | $ | 56.70 | | | $ | 370,410 | |

| December 1, 2015 – December 31, 2015 | | | 991,458 | | | $ | 57.40 | | | $ | 313,504 | |

| Total for the three months ended December 31, 2015 | | | 1,748,514 | | | $ | 57.09 | | | $ | 313,504 | |

| | (1) | On December 17, 2015, we repurchased 348,553 ordinary shares under NCLH’s repurchase program as a part of a Secondary Equity Offering by the Apollo Holders and Genting HK for approximately $20.0 million. |

| --- | --- | --- |

| | 30 | |

| --- | --- | --- |

NCLH’s ordinary shares have been listed on the NASDAQ Global Select Market under the symbol “NCLH” since January 18, 2013.

Prior to this time, there was no public market for NCLH’s ordinary shares.

2013

| Fourth Quarter | | $ | 35.97 | | | $ | 28.57 | |

| Third Quarter | | | 33.67 | | | | 28.28 | |

| Second Quarter | | | 32.93 | | | | 28.00 | |

| First Quarter from January 18, 2013 | | | 31.91 | | | | 19.00 | |

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| 37 |

[removed: As] [added: The financial statements as] of and for the year ended December 31, [removed: 2014, includes] [added: 2014 include] 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”).

| (in thousands, except share data, per share data and operating data) | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Total revenue | | $ | [removed: 3,125,881] [added: 4,345,048] | | | $ | [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] | |

| Operating income | | $ | [removed: 502,941] [added: 702,486] | | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | | | $ | [removed: 316,112] [added: 357,093] | | | $ | [removed: 230,609] [added: 316,112] | |

| Net income [removed: (1)] | | $ | [removed: 342,601] [added: 427,137] | | | $ | [removed: 102,886] [added: 342,601] | | | $ | [removed: 168,556] [added: 102,886] | | | $ | [removed: 126,859] [added: 168,556] | | | $ | [removed: 22,986] [added: 126,859] | |

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

| Net income attributable to Norwegian Cruise Line Holdings Ltd. [removed: (1)] | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | | | $ | [removed: 126,859] [added: 168,556] | | | $ | [removed: 22,986] [added: 126,859] | |

| Basic | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | | | $ | [removed: 0.71] [added: 0.95] | | | $ | [removed: 0.13] [added: 0.71] | |

| Diluted | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | | | $ | [removed: 0.71] [added: 0.94] | | | $ | [removed: 0.13] [added: 0.71] | |

| Basic | | | [removed: 206,524,968] [added: 226,591,437] | | | | [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] | |

| Diluted | | | [removed: 212,017,784] [added: 230,040,132] | | | | [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] | |

| Property and equipment, net | | $ | [removed: 8,623,773] [added: 9,458,805] | | | $ | [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] | |

| Total shareholders’ equity | | $ | [removed: 3,518,813] [added: 3,780,880] | | | $ | [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] | |

| Passengers carried | | | [removed: 2,133,981] [added: 2,164,404] | | | | [removed: 1,628,278] [added: 1,933,044] | | | | [removed: 1,503,107] [added: 1,628,278] | | | | [removed: 1,530,113] [added: 1,503,107] | | | | [removed: 1,404,137] [added: 1,530,113] | |

| Passenger Cruise Days | | | [removed: 13,634,200] [added: 16,027,743] | | | | [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] | |

| Capacity Days | | | [removed: 12,512,459] [added: 14,700,990] | | | | [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] | |

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

| Total assets | | $ | 12,264,757 | | | $ | 11,468,996 | | | $ | 6,577,568 | | | $ | 5,889,480 | | | $ | 5,502,378 | |

| Long-term debt, including current portion | | $ | 6,397,537 | | | $ | 6,080,023 | | | $ | 3,054,379 | | | $ | 2,936,406 | | | $ | 2,978,048 | |

| | 31 | |

| Total assets | | $ | 11,573,077 | | | $ | 6,650,978 | | | $ | 5,938,427 | | | $ | 5,562,411 | | | $ | 5,572,371 | |

| Long-term debt, including current portion | | $ | 6,184,104 | | | $ | 3,127,789 | | | $ | 2,985,353 | | | $ | 3,038,081 | | | $ | 3,204,085 | |

| | (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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Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and [removed: procedures] [added: procedures,] as [added: such term is defined in Exchange Act Rule 13a-15(e), as] of December 31, [removed: 2014.][added: 2015.]

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 [added: 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: 2014] [added: 2015] 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 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.

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 2013 _Internal Control-Integrated Framework_ issued by the Committee of Sponsoring Organizations of the [removed: 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: 2014.][added: 2015.]

[removed: PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, has issued an attestation report regarding its assessment] [added: The effectiveness] of [removed: NCLH’s] [added: the Company’s] internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm,] 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: 2014] [added: 2015] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| | 43 | |

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Treadway Commission (“COSO Framework”).

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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.

None.

| | 44 | |

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_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.

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.

Explorer New Build, LLC is required to pay various fees to the lenders under the Explorer Newbuild Loan Agreement, including a commitment fee on the maximum undrawn loan amount payable semi-annually beginning January 2014.

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of 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: 2014] [added: 2015] in connection with our [removed: 2015] [added: 2016] Annual General Meeting of Shareholders.

We have adopted a Code of [added: Ethical] Business Conduct [removed: and Ethics] that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, and our directors.

We intend to disclose waivers from, and amendments to, our Code of [added: Ethical] Business Conduct [removed: 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 _www.nclhltdinvestor.com_ to the extent required by applicable rules of the SEC and The [removed: NASDAQ] [added: Nasdaq] Stock Market LLC.

Code of Ethical Business Conduct

Code of Conduct and Ethics

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: 2014] [added: 2015] in connection with our [removed: 2015] [added: 2016] 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: 2014] [added: 2015] in connection with our [removed: 2015] [added: 2016] 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: 2014] [added: 2015] in connection with our [removed: 2015] [added: 2016] 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: 2014] [added: 2015] in connection with our [removed: 2015] [added: 2016] Annual General Meeting of Shareholders.

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| [Table of 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 annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February [removed: 27, 2015.][added: 29, 2016.]

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

Farkas and [removed: Howard] [added: Faye] L.

[removed: Flanders,] [added: Ashby,] and each of them, his [added: or her] 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 amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the 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/ Frank J. Del Rio | | [added: Director,] President and Chief Executive Officer | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ Wendy A. Beck | | Executive Vice President and Chief Financial Officer | | February [removed: 27, 2015] [added: 29, 2016] |

| Wendy A. Beck | | (Principal Financial [removed: Officer and Principal Accounting] Officer) | | |

| /s/ Adam M. Aron | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ John Chidsey | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ Kevin Crowe | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ Steve Martinez | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ Karl Peterson | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ Walter L. Revell | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ David M. Abrams | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /s/ F. Robert Salerno | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| 3.2 | | Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings [removed: Ltd.] [added: Ltd., effective as of May 20, 2015] (incorporated herein by reference to Exhibit [removed: 3.1] [added: 3.2] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: January 30, 2013] [added: May 26, 2015] (File No. 001-35784)) |

| 4.1 | | Indenture, dated [removed: February 6, 2013, by and among] [added: as of November 10, 2015, between] NCL Corporation Ltd. [removed: as Issuer] and U.S. Bank National [removed: Association] [added: Association,] as trustee with respect to [removed: $300.0] [added: $600.0] million [removed: 5.00% Senior Notes] [added: aggregate principal amount of 4.625% senior unsecured notes] due [removed: 2018] [added: 2020] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: February 8, 2013] [added: November 10, 2015] (File No. 001-35784)) |

| [removed: 10.1] [added: 10.19] | | [removed: €258.0] [added: €529.8] million [removed: Pride of America Loan,] [added: Breakaway One Credit Agreement,] dated [removed: as of April 4, 2003,] [added: November 18, 2010,] by and among [removed: Ship Holding LLC] [added: Breakaway One, Ltd.] and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 4(e)] [added: 10.57] to [added: amendment no. 4 to] NCL Corporation Ltd.’s registration statement on Form [removed: F-4] [added: S-1] filed on [removed: October 3, 2005] [added: June 9, 2011] (File No. [removed: 333-128780))] [added: 333-170141))] + |

| [removed: 10.2] [added: 10.4] | | [added: Sixth] Supplemental [removed: Amendment,] [added: Deed,] dated June 1, [removed: 2005,] [added: 2012,] to [removed: €258.0] [added: €662.9] million [removed: Pride of America] [added: Norwegian Epic] Loan, dated as of [removed: April 4, 2003,] [added: September 22, 2006, as amended,] by and among [removed: Pride of America Ship Holding, Inc.,] [added: F3 Two, Ltd.,] NCL Corporation Ltd. and a syndicate of international banks [added: and related amended and restated Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 4.6] [added: 10.5] to NCL Corporation Ltd.’s [removed: annual] report on Form [removed: 20-F] [added: 6-K/A] filed on [removed: March 29, 2006] [added: January 8, 2013] (File No. 333-128780)) [added: +†] |

| [removed: 10.3] [added: 10.20] | | [removed: Seventh Supplemental Deed ,] [added: First Amendment,] dated [removed: November 13, 2006,] [added: May 31, 2012,] to [removed: €258.0] [added: €529.8] million [removed: Pride of America Loan,] [added: Breakaway One Credit Agreement,] dated [removed: as of April 4, 2003,] [added: November 18, 2010,] as amended, by [removed: an agreement dated April 20, 2004, by] and among [removed: Pride of America Ship Holding, Inc.] [added: Breakaway One, Ltd.] and a syndicate of international banks [removed: and related Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 4.27] [added: 10.13] to NCL Corporation Ltd.’s [removed: annual] report on Form [removed: 20-F] [added: 6-K] filed on [removed: March 6, 2007] [added: November 2, 2012] (File No. 333-128780)) + |

| [removed: 10.5] [added: 10.23] | | [removed: Ninth Supplemental Deed,] [added: Second Amendment,] dated [removed: April 2, 2009,] [added: May 31, 2012,] to [removed: €258.0] [added: €529.8] million [removed: Pride of America Loan,] [added: Breakaway Two Credit Agreement,] dated as of [removed: April 4, 2003, as amended,] [added: November 18, 2010,] by and among [removed: Pride of America Ship Holding, Inc., NCL Corporation] [added: Breakaway Two,] Ltd. and a syndicate of international banks [removed: and related amended and restated Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 4.36 to Amendment No. 1] [added: 10.14] to NCL Corporation Ltd.’s [removed: annual] report on Form [removed: 20-F] [added: 6-K] filed on [removed: May 25, 2010] [added: November 2, 2012] (File No. 333-128780)) + |

| [removed: 10.6] [added: 10.21] | | [removed: Tenth Supplemental Deed, dated July 22, 2010, to €258.0] [added: €529.8] million [removed: Pride of America Loan,] [added: Breakaway Two Credit Agreement,] dated as of [removed: April 4, 2003, as amended,] [added: November 18, 2010,] by and among [removed: Pride of America Ship Holding, LLC, NCL Corporation] [added: Breakaway Two,] Ltd. and a syndicate of international banks [added: and related Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 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: 10.7] [added: 10.22] | | [removed: Eleventh Supplemental Deed,] [added: First Amendment,] dated [removed: November 18,] [added: December 21,] 2010, to [removed: €258.0] [added: €529.8] million [removed: Pride of America Loan,] [added: Breakaway Two Credit Agreement,] dated as of [removed: April 4, 2003, as amended,] [added: November 18, 2010,] by and among [removed: Pride of America Ship Holding, LLC, NCL Corporation] [added: Breakaway Two,] Ltd. and a syndicate of international banks [added: and a related Guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 10.7] [added: 10.59] to amendment no. [removed: 4] [added: 2] to NCL Corporation Ltd.’s registration statement on Form S-1 filed on [removed: June 9,] [added: January 31,] 2011 (File No. 333-170141)) |

| [removed: 10.8] [added: 10.1] | | [removed: Twelfth] [added: Thirteenth] Supplemental Deed, dated [removed: as of] June [removed: 1, 2012,] [added: 21, 2013,] to €258.0 million Pride of America [removed: Loan,] [added: Loan] dated as of April 4, [removed: 2003, as amended,] [added: 2003 (as amended),] by and among Pride of America Ship Holding, LLC, NCL Corporation [removed: Ltd.] [added: Ltd., as guarantor, NCL America Holdings, LLC, as shareholder, NCL America LLC, as manager, NCL (Bahamas) Ltd., as Sub-Agent, HSBC Bank PLC, as agent] and [added: trustee, KFW IPEX-Bank GmbH, as Hermes agent, and] a syndicate of [removed: international banks and related amended and restated Guarantees by NCL Corporation Ltd.] [added: financial institutions party thereto as lenders] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.3] to [removed: NCL Corporation] [added: Norwegian Cruise Line Holdings] Ltd.’s report on Form [removed: 6-K/A] [added: 8-K/A] filed on [removed: January 8,] [added: July 11,] 2013 (File No. [removed: 333-128780)) +] [added: 001-35784)) +†] |

| [removed: 10.9] [added: 10.3] | | [removed: Thirteenth] [added: Eleventh] Supplemental Deed, dated June 21, 2013, to [removed: €258.0] [added: €308.0] million Pride of [removed: America] [added: Hawai’i] Loan dated as of April [removed: 4, 2003] [added: 20, 2004] (as amended), by and among Pride of [removed: America Ship Holding,] [added: Hawaii,] LLC, NCL Corporation Ltd., as guarantor, NCL America Holdings, LLC, as shareholder, NCL [removed: America LLC, as manager, NCL] (Bahamas) Ltd., as [removed: Sub-Agent,] [added: bareboat charterer,] HSBC Bank PLC, as agent and trustee, KFW IPEX-Bank GmbH, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.4] to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) [removed: +] [added: +†] |

| [removed: 10.12] [added: 10.6] | | [removed: Second Supplemental Deed, dated April 4, 2006, and Third Supplemental Deed, dated November 13, 2006, to $334.1 million Norwegian Jewel Loan,] [added: Office Lease Agreement,] dated as of [removed: April 20, 2004, as amended,] [added: November 27, 2006,] by and [removed: among Norwegian Jewel Limited] [added: between NCL (Bahamas) Ltd.] and [removed: a syndicate of international banks] [added: Hines Reit Airport Corporate Center LLC] and related Guarantee by NCL Corporation [removed: Ltd.] [added: Ltd., and First Amendment, dated November 27, 2006] (incorporated herein by reference to Exhibit [removed: 4.30] [added: 4.46] to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) + |

| [removed: 10.13] [added: 10.2] | | [removed: Fourth] [added: Ninth] Supplemental Deed, dated [removed: December] [added: June] 21, [removed: 2007,] [added: 2013] to $334.1 million Norwegian Jewel [removed: Loan,] [added: Loan] dated as of April 20, [removed: 2004, as amended,] [added: 2004 (as amended),] by and among Norwegian Jewel Limited, NCL Corporation [removed: Ltd.] [added: Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as manager, HSBC Bank PLC, as agent] and [added: trustee, Commerzbank Aktiengesellschaft, as Hermes agent, and] a syndicate of [removed: international banks and related amended and restated Guarantee by NCL Corporation Ltd.] [added: financial institutions party thereto as lenders] (incorporated herein by reference to Exhibit [removed: 4.57] [added: 10.5] to [removed: NCL Corporation] [added: Norwegian Cruise Line Holdings] Ltd.’s [removed: annual] report on Form [removed: 20-F] [added: 8-K/A] filed on [removed: March 13, 2008] [added: July 11, 2013] (File No. [removed: 333-128780)) +] [added: 001-35784)) +†] |

| [removed: 10.15] [added: 10.54] | | [removed: Sixth Supplemental Deed, dated July 22, 2010, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited,] NCL [removed: Corporation] [added: (Bahamas)] Ltd. [added: Supplemental Executive Retirement Plan, amended] and [removed: a syndicate] [added: restated as] of [removed: international banks] [added: January 1, 2008] (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.68] to amendment no. [removed: 4] [added: 3] to NCL Corporation Ltd.’s registration statement on Form S-1 filed on [removed: June 9,] [added: February 11,] 2011 (File No. [removed: 333-170141)) +] [added: 333-170141))*] |

| [removed: 10.17] [added: 10.24] | | [removed: Eighth Supplemental Deed, dated June 1, 2012, to $334.1] [added: €590.5] million [removed: Norwegian Jewel Loan,] [added: Breakaway Three Credit Agreement,] dated [removed: as of April 20, 2004, as amended,] [added: October 12, 2012,] by and among [removed: Norwegian Jewel Limited, NCL Corporation] [added: Breakaway Three,] Ltd. and [removed: a syndicate of international banks] [added: various other lenders therein defined] and [added: a] related [removed: amended and restated Guarantee] [added: Guaranty] by NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.17] to NCL Corporation Ltd.’s report on Form 6-K/A filed on January 8, 2013 (File No. 333-128780)) + |

| [removed: 10.26] [added: 10.8] | | [removed: Eighth Supplemental Deed,] [added: Amendment No. 5,] dated [removed: July 22,] [added: February 2,] 2010, to [removed: €308.1 million Pride of Hawai’i Loan,] [added: Office Lease Agreement,] dated [removed: as of April 20, 2004,] [added: December 1, 2006,] as amended, by and [removed: among Pride of Hawai’i, LLC,] [added: between Hines Reit Airport Corporate Center LLC and] NCL [removed: Corporation] [added: (Bahamas)] Ltd. [removed: and a syndicate of international banks] (incorporated herein by reference to Exhibit [removed: 10.26] [added: 10.45] to amendment no. [removed: 4] [added: 2] to NCL Corporation Ltd.’s registration statement on Form S-1 filed on [removed: June 9,] [added: January 31,] 2011 (File No. 333-170141)) [removed: +] |

| [removed: 10.28] [added: 10.25] | | [removed: Tenth Supplemental Deed, dated June 1, 2012, to €308.1] [added: €590.5] million [removed: Pride of Hawai’i Loan,] [added: Breakaway Four Credit Agreement,] dated [removed: as of April 20, 2004, as amended,] [added: October 12, 2012,] by and among [removed: Pride of Hawai’i, LLC, NCL Corporation] [added: Breakaway Four,] Ltd. and [removed: a syndicate of international banks] [added: various other lenders therein defined] and [added: a] related [removed: amended and restated Guarantee] [added: Guaranty] by NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.18] to NCL Corporation Ltd.’s report on Form 6-K/A filed on January 8, 2013 (File No. 333-128780)) + |

| [removed: 10.31] [added: 10.5] | | [removed: First Supplemental Deed,] [added: Letter,] dated [removed: December 21, 2007, to] [added: November 27, 2015, amending] €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among [added: Norwegian Epic, Ltd. (formerly] F3 Two, [removed: Ltd.,] [added: Ltd.),] NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. [removed: (incorporated herein by reference to Exhibit 4.63 to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +] |

| 10.32 | | [removed: Second Supplemental Deed, dated April 24, 2008, to €662.9] [added: €665.9] million [removed: Norwegian Epic Loan,] [added: Seahawk One Credit Agreement,] dated [removed: as of September 22, 2006, as amended,] [added: July 14, 2014,] by and among [removed: F3 Two, Ltd., NCL Corporation] [added: Seahawk One,] Ltd. and [added: various other lenders therein defined and] a [removed: syndicate of international banks] [added: related guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.3] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on [removed: May 1,] [added: October 31,] 2014 (File No. [removed: 001-35784))] [added: 001-35784))+] |

| [removed: 10.37] [added: 10.7] | | [added: Amendment No. 1, dated December 1, 2006, Amendment No. 2, dated March 20, 2007, Amendment No. 3, dated July 31, 2007, and Amendment No. 4, dated December 10, 2007, to] Office Lease Agreement, dated [removed: as of November 27,] [added: December 1,] 2006, [added: as amended,] by and between [removed: NCL (Bahamas) Ltd. and] Hines Reit Airport Corporate Center LLC and [removed: related Guarantee by] NCL [removed: Corporation Ltd., and First Amendment, dated November 27, 2006] [added: (Bahamas) Ltd.] (incorporated herein by reference to Exhibit [removed: 4.46] [added: 4.64] to NCL Corporation Ltd.’s annual report on Form 20-F filed on March [removed: 6, 2007] [added: 13, 2008] (File No. 333-128780)) + |